COMMENTS: GOOD FAITH AND FAIR DEALING UNDER THE REVISED UNIFORM PARTNERSHIP ACT Skip over navigation
LexisNexis® Browse Law Reviews and Treatises
Skip over navigation
Sign in with your lexis.com® ID to access the full text of this article.
-OR-
Order the full text of this article if you do not have a lexis.com® ID.
 
Price: 
US $22.00 (+ tax)
 
 

Copyright (c) 1993 University of Colorado Law Review, Inc.
University of Colorado Law Review

COMMENTS: GOOD FAITH AND FAIR DEALING UNDER THE REVISED UNIFORM PARTNERSHIP ACT

Fall, 1993

64 U. Colo. L. Rev. 1179

Author

Robert M. Phillips

Excerpt



"A half century ago the terms good faith' and fair dealing' were such integral elements of the prevailing social morality that their meaning ... required no further legal definition." 1 Today, "the good faith duty is an open invitation to litigate even the most specific agreements." 2

Part I

Introduction

For over three-quarters of a century, the Uniform Partnership Act ("UPA") 3 has represented a widely-adopted, 4 stable, and generally uniform 5 statement of the law of partnership. In the fall of 1987, an American Bar Association subcommittee recommended that the UPA be changed. 6 After five years of development and drafting, 7 in August, 1992, the National Conference of Commissioners on Uniform State Laws ("NCCUSL") adopted a new and completely revised Uniform Partnership Act ("RUPA"; the "Act"). 8

The changes in RUPA from the existing UPA are substantial. 9 Among the numerous changes is Section 404, "General Standards of Partner's Conduct," 10 in which the drafters have attempted to establish standards of conduct that should govern the partnership enterprise. According to this section, there are only two fiduciary duties a partner owes to the partnership or other partners: the duty of loyalty and the duty of care. 11 Both of these duties are expressly and unambiguously defined by RUPA. 12 Section 404 continues, by mandating that all duties to the partnership or other partners, including non-fiduciary ones, shall be discharged by the partners "consistently with the obligation of good faith and fair dealing." 13 However, unlike ...
 
 
If you are interested in obtaining a lexis.com® ID and Password, please contact us at 1-(800)-227-4908 or visit us at http://www.lexisnexis.com/.
Search Documents
 
eg., Environmental Insurance Coverage Under the Comprehensive General Liability Policy
 
 
 
 

Lexis® Web - The only search engine that delivers free web content specifically from legal sites validated by LexisNexis® attorney editors and includes tools for faster research and more relevant results.

 
LexisNexis Store
Research Now - Go to lexis.com
Connect the Dots - Free 1 hour webcast
Share. Network. Discover. - Go to LexisNexis Communities