Title 7
Corporations, Associations, and Partnerships

Chapter 12.1
Uniform Partnership Act

Article 1
General Provisions

§ 7-12.1-105. Partnership agreement; Scope, Function, and Limitations.

(a) Except as otherwise provided in subsections (c) and (d) of this section, the partnership agreement governs:

(1) Relations among the partners as partners and between the partners and the partnership;

(2) The business of the partnership and the conduct of that business; and

(3) The means and conditions for amending the partnership agreement.

(b) To the extent the partnership agreement does not provide for a matter described in subsection (a) of this section, this chapter governs the matter.

(c) A partnership agreement may not:

(1) Vary the law applicable under § 7-12.1-104(1);

(2) Vary the provisions of § 7-12.1-110;

(3) Vary the provisions of § 7-12.1-307;

(4) Unreasonably restrict the duties and rights under § 7-12.1-408, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(5) Alter or eliminate the duty of loyalty or the duty of care, except as otherwise provided in subsection (d) of this section;

(6) Eliminate the contractual obligation of good faith and fair dealing under § 7-12.1-409(d), but the partnership agreement may prescribe the standards, if not manifestly unreasonable, by which the performance of the obligation is to be measured;

(7) Unreasonably restrict the right of a person to maintain an action under § 7-12.1-410(b);

(8) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of law;

(9) Vary the power of a person to dissociate as a partner under § 7-12.1-602(a), except to require that the notice under § 7-12.1-601(1) to be in a record;

(10) Vary the grounds for expulsion specified in § 7-12.1-601(5);

(11) Vary the causes of dissolution specified in § 7-12.1-801(4) or (5);

(12) Vary the requirement to wind up the partnership’s business as specified in § 7-12.1-802(a), (b)(1), and (d);

(13) Vary the right of a partner under § 7-12.1-901(f) to vote on or consent to a cancellation of a statement of qualification;

(14) Vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under § 7-12.1-1123(a)(2), 7-12.1-1133(a)(2), 7-12.1-1143(a)(2), or 7-12.1-1153(a)(2);

(15) Vary the required contents of a plan of merger under § 7-12.1-1122(a), plan of interest exchange under § 7-12.1-1132(a), plan of conversion under § 7-12.1-1142(a), or plan of domestication under § 7-12.1-1152(a);

(16) Vary any requirement, procedure, or other provision of this chapter pertaining to:

(i) Registered agents; or

(ii) The secretary of state, including provisions pertaining to records authorized or required to be filed with the secretary of state under this chapter; or

(17) Except as otherwise provided in §§ 7-12.1-106 and 7-12.1-107(b), restrict the rights under this chapter of a person other than a partner.

(d) Subject to subsection (c)(8) of this section, without limiting other terms that may be included in a partnership agreement, the following rules apply:

(1) The partnership agreement may:

(i) Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts; and

(ii) Alter the prohibition in § 7-12.1-406(a)(2) to the extent the prohibition requires only that the partnership’s total assets not be less than the sum of its total liabilities.

(2) To the extent the partnership agreement expressly relieves a partner of a responsibility that the partner would otherwise have under this chapter and imposes the responsibility on one or more other partners, the agreement also may eliminate or limit any fiduciary duty of the partner relieved of the responsibility which would have pertained to the responsibility.

(3) If not manifestly unreasonable, the partnership agreement may:

(i) Alter or eliminate the aspects of the duty of loyalty stated in § 7-12.1-409(b);

(ii) Identify specific types or categories of activities that do not violate the duty of loyalty;

(iii) Alter the duty of care, but may not authorize conduct involving bad faith, willful or intentional misconduct, or knowing violation of law; and

(iv) Alter or eliminate any other fiduciary duty.

(e) The court shall decide as a matter of law whether a term of a partnership agreement is manifestly unreasonable under subsection (c)(6) or (d)(3) of this section. The Providence County superior court:

(1) Shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and

(2) May invalidate the term only if, in light of the purposes and business of the partnership, it is readily apparent that:

(i) The objective of the term is unreasonable; or

(ii) The term is an unreasonable means to achieve the term’s objective.