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2020); Abel v. American Art Analog, Inc., 838 F.2d 691 (3d Cir. | | 1988) (partnership purpose to market an art book); 68th Street | | Apts., Inc. v. Lauricella, 362 A.2d 78 (N.J. Super. Ct. 1976) | | (partnership purpose to construct an apartment building). A | | partnership to conduct a business which may last indefinitely, | | however, is an at-will partnership, even though there may be an | | obligation of the partnership, such as a mortgage, which must be | | repaid by a certain date, absent a specific agreement that no | | partner can rightfully withdraw until the obligation is repaid. | | See, e.g., Page v. Page, 55 Cal. 2d. 192, 359 P.2d 41 (1961) | | (partnership purpose to operate a linen supply business); Frey v. | | Hauke, supra (partnership purpose to contract and operate a bowling | | alley); Girard Bank v. Haley, 460 Pa. 237, 332 A.2d 443 (1975) | | (partnership purpose to maintain and lease buildings). |
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| | | "Partnership interest" or "partner's interest in the | | partnership" is defined to mean all of a partner's interests in | | the partnership, including the partner's transferable interest | | and all management and other rights. A partner's "transferable | | interest" is a more limited concept and means only his share of | | the profits and losses and right to receive distributions, that | | is, the partner's economic interests. See Section 502 and | | Comment. Compare RULPA § 101(10) ("partnership interest" | | includes partner's economic interests only). |
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| | | The definition of "person" is the usual definition used by the | | National Conference of Commissioners on Uniform State Laws | | (NCCUSL or the Conference). The definition includes other legal | | or commercial entities such as limited liability companies. |
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| | | "Property" is defined broadly to include all types of | | property, as well as any interest in property. |
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| | | The definition of "State" is the Conference's usual | | definition. |
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| | | The definition of "statement" is new and refers to one of the | | various statements authorized by RUPA to enhance or limit the | | agency authority of a partner, to deny the authority or status of | | a partner, or to give notice of certain events, such as the | | dissociation of a partner or the dissolution of the partnership. | | See Sections 303, 304, 704, 805, and 907. Generally, Section 105 | | governs the execution, filing, and recording of all statements. | | The definition also makes clear that a statement of qualification | | under Section 1001 and a statement of foreign qualification under | | Section 1102 are considered statements. Both qualification | | statements are therefore subject to the execution, filing, and | | recordation rules of Section 105. |
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