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another jurisdiction), that is, a general partnership. Thus, as | | used in RUPA, the term "partnership" does not encompass limited | | partnerships, contrary to the use of the term in the UPA. Section | | 901(3) defines "limited partnership" for the purpose of Article 9, | | which deals with conversions and mergers of general and limited | | partnerships. |
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| | | The definition of "partnership agreement" is adapted from | | Section 101(9) of RULPA. The RUPA definition is intended to | | include the agreement among the partners, including amendments, | | concerning either the affairs of the partnership or the conduct | | of its business. It does not include other agreements between | | some or all of the partners, such as a lease or loan agreement. | | The partnership agreement need not be written; it may be oral or | | inferred from the conduct of the parties. |
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| | | Any partnership in which the partners have not agreed to | | remain partners until the expiration of a definite term or the | | completion of a particular undertaking is a "partnership at | | will." The distinction between an "at-will" partnership and a | | partnership for "a definite term or the completion of a | | particular undertaking" is important in determining the rights of | | dissociating and continuing partners following the dissociation | | of a partner. See Sections 601, 602, 701(b), 801(a), 802(b), and | | 803. |
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| | | It is sometimes difficult to determine whether a partnership | | is at will or is for a definite term or the completion of a | | particular undertaking. Presumptively, every partnership is an | | at-will partnership. See, e.g., Stone v. Stone, 292 So. 2d 686 | | (La. 1974); Frey v. Hauke, 171 Neb. 852, 108 N.W.2d 228 (1961). | | To constitute a partnership for a term or a particular | | undertaking, the partners must agree (i) that the partnership | | will continue for a definite term or until a particular | | undertaking is completed and (ii) that they will remain partners | | until the expiration of the term or the completion of the | | undertaking. Both are necessary for a term partnership; if the | | partners have the unrestricted right, as distinguished from the | | power, to withdraw from a partnership formed for a term or | | particular undertaking, the partnership is one at will, rather | | than a term partnership. |
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| | | To find that the partnership is formed for a definite term or | | a particular undertaking, there must be clear evidence of an | | agreement among the partners that the partnership (i) has a | | minimum or maximum duration or (ii) terminates at the conclusion | | of a particular venture whose time is indefinite but certain to | | occur. See, e.g., Stainton v. Tarantino, 637 F. Supp. 1051 (E.D. | | Pa. 1986) (partnership to dissolve no later than December 30, |
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