(a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b) The partnership agreement may not:
(1) Vary the rights and duties under § 15-105 of this title except to eliminate the duty to provide copies of statements to all of the partners;
(2) Restrict a partner’s rights to obtain information as provided in § 15-403 of this title, except as permitted by § 15-403(f) of this title;
(3) Eliminate the implied contractual covenant of good faith and fair dealing;
(4) Vary the power to dissociate as a partner under § 15-602(a) of this title, except to require the notice under § 15-601(1) of this title to be in writing;
(5) Vary the right of a court to expel a partner in the events specified in § 15-601(5) of this title;
(6) Vary the requirement to wind up the partnership business in cases specified in § 15-801(4), (5) or (6) of this title;
(7) Vary the law applicable to a limited liability partnership under § 15-106(b) of this title; or
(8) Vary the denial of partnership power to issue a certificate of partnership interest in bearer form under § 15-503(h) of this title.
(c) Notwithstanding anything to the contrary contained in this section, §§ 15-201(a), 15-203 and 15-501 of this title may be modified only to the extent provided in a statement of partnership existence or a statement of qualification and in a partnership agreement. Unless otherwise provided in a partnership agreement, the provisions of this chapter apply to a partnership that has a statement of partnership existence or a statement of qualification and a partnership agreement that has modified §§ 15-201(a), 15-203 and 15-501 of this title.
(d) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements.
(e) A partner or other person shall not be liable to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner’s or other person’s good faith reliance on the provisions of the partnership agreement.
(f) A partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a partner or other person to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement; provided, that a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.
72 Del. Laws, c. 151,
§
1;
72 Del. Laws, c. 390,
§§
1-3;
73 Del. Laws, c. 85,
§
4;
74 Del. Laws, c. 266,
§§
2-4;
76 Del. Laws, c. 106,
§
3;
77 Del. Laws, c. 59,
§
2;
83 Del. Laws, c. 62,
§
1;
Notes of Decisions
Klig v. Deloitte LLP, 36 A.3d 785 (Del. Ch. 2011).
“” Taking advantage of the contractual flexibility offered by the Delaware Revised Uniform Partnership Act, see 6 Del. C. § 15-103(d), each partnership agreement establishes a hierarchical, quasi-corporate governance structure that departs substantially from the traditional…”
United States v. Sanofi Aventis U.S. LLC (Del. 2020).
· cites it 3× “Section 15- 52 6 Del. C. § 15-103(a). 53 See Weidner & Larson, supra note 37, at 2 (“Under RUPA, every rule governing the relations among partners is a default rule unless it is separately listed as a mandatory rule.”
In re Cellular Tel. (Del. Ch. 2021).
· cites it 2× “” 6 Del. C. § 15-103(b)(5). Commentary to Section 601(5) of the Uniform Act reinforces this point, stating that “[t]he partnership agreement cannot vary the stated grounds for expulsion .”
IMO Est. & Trust of James Kalil, Sr. Kalil v. Kalil (Del. Ch. 2018).
“89 6 Del. C. § 15-103(a). 29 agreement does not otherwise provide, the Delaware Revised Uniform Partnership Act governs relations among the partners and between the partners and the partnership.”
Murfey v. WHC Ventures, LLC (Del. 2020).
“2020) (noting the Delaware Revised Uniform Partnership Act’s policy “to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements” (quoting 6 Del. C. § 15-103(d))). 58 226 A.3d 1117 .”
Manti Holdings, LLC v. Authentix Acquisition Co., Inc. (Del. 2021).
“2020) (citing 6 Del. C. § 15-103(d)). This Court has also stated in the context of the Delaware Limited Liability Company Act (noting that, “the following observations relating to limited partnerships applies as well to limited liability companies”): The Act’s basic approach is…”
Deann M. Totta v. CCSB Fin. Corp. (Del. Ch. 2022).
“§ 15-103(f) (“A partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a partner or other person to a partnership or to another partner or to another person that…”
New Enter. Assocs. 14, L.P. v. Rich (Del. Ch. 2023).
“See 6 Del. C. §§ 15-103, 17-1101. 36 in pursuit of what the trustee believed was in the best interests of the beneficiary.”
— 6 Del. C. § 15-103(a) — 2 cases
IMO Est. & Trust of James Kalil, Sr. Kalil v. Kalil (Del. Ch. 2018).
“89 6 Del. C. § 15-103(a). 29 agreement does not otherwise provide, the Delaware Revised Uniform Partnership Act governs relations among the partners and between the partners and the partnership.”
United States v. Sanofi Aventis U.S. LLC (Del. 2020).
“Section 15- 52 6 Del. C. § 15-103(a). 53 See Weidner & Larson, supra note 37, at 2 (“Under RUPA, every rule governing the relations among partners is a default rule unless it is separately listed as a mandatory rule.”
— 6 Del. C. § 15-103(b)(5) — 1 case
In re Cellular Tel. (Del. Ch. 2021).
“” 6 Del. C. § 15-103(b)(5). Commentary to Section 601(5) of the Uniform Act reinforces this point, stating that “[t]he partnership agreement cannot vary the stated grounds for expulsion .”
— 6 Del. C. § 15-103(b)(6) — 1 case
United States v. Sanofi Aventis U.S. LLC (Del. 2020).
“Section 15- 52 6 Del. C. § 15-103(a). 53 See Weidner & Larson, supra note 37, at 2 (“Under RUPA, every rule governing the relations among partners is a default rule unless it is separately listed as a mandatory rule.”
— 6 Del. C. § 15-103(b)(7) — 1 case
— 6 Del. C. § 15-103(d) — 5 cases
Klig v. Deloitte LLP, 36 A.3d 785 (Del. Ch. 2011).
“” Taking advantage of the contractual flexibility offered by the Delaware Revised Uniform Partnership Act, see 6 Del. C. § 15-103(d), each partnership agreement establishes a hierarchical, quasi-corporate governance structure that departs substantially from the traditional…”
United States v. Sanofi Aventis U.S. LLC (Del. 2020).
“Section 15- 52 6 Del. C. § 15-103(a). 53 See Weidner & Larson, supra note 37, at 2 (“Under RUPA, every rule governing the relations among partners is a default rule unless it is separately listed as a mandatory rule.”
Murfey v. WHC Ventures, LLC (Del. 2020).
“2020) (noting the Delaware Revised Uniform Partnership Act’s policy “to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements” (quoting 6 Del. C. § 15-103(d))). 58 226 A.3d 1117 .”
Manti Holdings, LLC v. Authentix Acquisition Co., Inc. (Del. 2021).
“2020) (citing 6 Del. C. § 15-103(d)). This Court has also stated in the context of the Delaware Limited Liability Company Act (noting that, “the following observations relating to limited partnerships applies as well to limited liability companies”): The Act’s basic approach is…”
In re Cellular Tel. (Del. Ch. 2021).
“” 6 Del. C. § 15-103(b)(5). Commentary to Section 601(5) of the Uniform Act reinforces this point, stating that “[t]he partnership agreement cannot vary the stated grounds for expulsion .”
— 6 Del. C. § 15-103(f) — 1 case
Deann M. Totta v. CCSB Fin. Corp. (Del. Ch. 2022).
“§ 15-103(f) (“A partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a partner or other person to a partnership or to another partner or to another person that…”
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