§401. Sets out default rules. This is a central provision of the RUPA and courts take
it increasingly seriously. Be prepared to think critically about its advantages and
o §401(b) sharing profits and losses
o §401(f) equal rights in management
o §401(h) partner can only get remuneration for winding up (i.e., cannot collect
salary in addition to partnership interest)
o §401(i) unanimous consent of all partners required for bringing in new
o §401(j) ordinary decisions are by majority of partners; extraordinary decisions
must be unanimous
§403. Partners have a right to inspect the books and records of the partnership.
§404. Fiduciary duties:
o §404(b) Duty of loyalty requires account to partnership for profits, property,
etc.; don’t deal with partnership as or on behalf of a party with an interest
adverse to the partnership; refrain from competing.
o §404(c) Duty of care requires refraining from gross negligence, reckless
conduct, intentional misconduct, or knowing violation of the law.
o §404(d) Requires good faith and fair dealing when exercising rights vis-à-vis