§1004.__Supplemental principles of law

1.__Law and equity.__Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

2.__Interest rate.__If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Title 14, section 1602-B.

Comment

(This is Section 104 of the Uniform Partnership Act (1997).)

The principles of law and equity supplement RUPA unless displaced by a particular provision of the Act. This broad statement combines the separate rules contained in UPA Sections 4(2), 4(3), and 5. These supplementary principles encompass not only the law of agency and estoppel and the law merchant mentioned in the UPA, but all of the other principles listed in UCC Section 1103: the law relative to capacity to contract, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other common law validating or invalidating causes, such as unconscionability. No substantive change from either the UPA or the UCC is intended.

It was thought unnecessary to repeat the UPA Section 4(1) admonition that statutes in derogation of the common law are not to be strictly construed. This principle is now so well established that it is not necessary to so state in the Act. No change in the law is intended. See the Comment to RUPA Section 1101.

Subsection (b) is new. It is based on the definition of "interest" in Section 1482(5) of the Georgia act and establishes the applicable rate of interest in the absence of an agreement among the partners. Adopting States can select the State's legal rate of interest or other statutory interest rate, such as the rate for judgments.