(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
Terms Used In Tennessee Code 61-1-103
Business: means every trade, occupation, and profession and any other activity, including the holding or ownership of property, entered into for profit. See Tennessee Code 61-1-101
Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
Partnership: means an association of two (2) or more persons to carry on as co-owners of a business or other undertaking for profit formed under §. See Tennessee Code 61-1-101
Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
Partnership agreement: means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Tennessee Code 61-1-101
(b) The partnership agreement may not:
(1) Vary the rights and duties under § 61-1-105 except to eliminate the duty to provide copies of statements to all of the partners;(2) Unreasonably restrict the right of access to books and records under § 61-1-403(b);(3) Eliminate the duty of loyalty under § 61-1-404(b)(1) and (2) or § 61-1-603(b)(3), but:
(A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or(B) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;(4) Unreasonably reduce the duty of care under § 61-1-404(c) or § 61-1-603(b)(3);(5) Eliminate the obligation of good faith and fair dealing under § 61-1-404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;(6) Vary the power to dissociate as a partner under § 61-1-602(a), except to require the notice under § 61-1-601(1) to be in writing;(7) Vary the right of a court to expel a partner in the events specified in § 61-1-601(5);(8) Vary the requirement to wind up the partnership business in cases specified in § 61-1-801(4), (5), or (6); or(9) Vary the law applicable to a limited liability partnership under § 61-1-106(c).
