Comment

(This is Section 102 of the Uniform Partnership Act (1997).)

The concepts and definitions of "knowledge," "notice," and "notification" draw heavily on Section 1201(25) to (27) of the Uniform Commercial Code (UCC). The UCC text has been altered somewhat to improve clarity and style, but in general no substantive changes are intended from the UCC concepts. "A notification" replaces the UCC's redundant phrase, "a notice or notification," throughout the Act.

A person "knows" a fact only if that person has actual knowledge of it. Knowledge is cognitive awareness. That is solely an issue of fact. This is a change from the UPA Section 3(1) definition of "knowledge" which included the concept of "bad faith" knowledge arising from other known facts.

"Notice" is a lesser degree of awareness than "knows" and is based on a person's: (i) actual knowledge; (ii) receipt of a notification; or (iii) reason to know based on actual knowledge of other facts and the circumstances at the time. The latter is the traditional concept of inquiry notice.

Generally, under RUPA, statements filed pursuant to Section 105 do not constitute constructive knowledge or notice, except as expressly provided in the Act. See Section 301(1) (generally requiring knowledge of limitations on partner's apparent authority). Properly recorded statements of limitation on a partner's authority, on the other hand, generally constitute constructive knowledge with respect to the transfer of real property held in the partnership name. See Sections 303(d)(1), 303(e), 704(b), and 805(b). The other exceptions are Sections 704(c) (statement of dissociation effective 90 days after filing) and 805(c) (statement of dissolution effective 90 days after filing).

A person "receives" a notification when (i) the notification is delivered to the person's place of business (or other place for receiving communications) or (ii) the recipient otherwise actually learns of its existence.

The sender "notifies" or gives a notification by making an effort to inform the recipient, which is reasonably calculated to do so in ordinary course, even if the recipient does not actually learn of it.