LD 1609
pg. 16
Page 15 of 148 An Act To Establish the Uniform Partnership Act Page 17 of 148
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LR 1469
Item 1

 
The Official Comment to UCC Section 1201(26), on which this
subsection is based, explains that "notifies" is the word used when
the essential fact is the proper dispatch of the notice, not its
receipt. When the essential fact is the other party's receipt of
the notice, that is stated.

 
A notification is not required to be in writing. That is a
change from UPA Section 3(2)(b). As under the UCC, the time and
circumstances under which a notification may cease to be
effective are not determined by RUPA.

 
Subsection (e) determines when an agent's knowledge or notice
is imputed to an organization, such as a corporation. In
general, only the knowledge or notice of the agent conducting the
particular transaction is imputed to the organization.
Organizations are expected to maintain reasonable internal
routines to insure that important information reaches the
individual agent handling a transaction. If, in the exercise of
reasonable diligence on the part of the organization, the agent
should have known or had notice of a fact, or received a
notification of it, the organization is bound. The Official
Comment to UCC Section 1201(27) explains:

 
This makes clear that reason to know, knowledge, or a
notification, although "received" for instance by a clerk in
Department A of an organization, is effective for a
transaction conducted in Department B only from the time
when it was or should have been communicated to the
individual conducting that transaction.

 
Subsection (e) uses the phrase "person other than an
individual" in lieu of the UCC term "organization."

 
Subsection (f) continues the rule in UPA Section 12 that a
partner's knowledge or notice of a fact relating to the
partnership is imputed to the partnership, except in the case of
fraud on the partnership. Limited partners, however, are not
"partners" within the meaning of RUPA. See Comment 4 to Section
202. It is anticipated that RULPA will address the issue of
whether notice to a limited partner is imputed to a limited
partnership.

 
§1003.__Effect of partnership agreement; nonwaivable provisions

 
1.__Partnership agreement governs; default.__Except as
otherwise provided in subsection 2, relations among the partners
and between the partners and the partnership are governed by the
partnership agreement.__To the extent the partnership agreement


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