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
64 U. Colo. L. Rev. 1179
Robert M. Phillips
"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
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/.