COMMENT

Note to Uniform Partnership Act Subsections (a), (d) and (f) state general rules for construing the Uniform Partnership Act. Subsections (b) and (c) make clear that the principles of agency and estoppel are applicable to the matters covered by the Act. Subsection (e) provides that the Act does not affect rights accrued under contracts and conveyances made prior to the effective date. The Act will, however, affect rights accruing after the effective date in dealings among partners and between partnerships and third parties even with respect to partnerships formed prior to the effective date. Thus, for example, in the absence of contrary agreement, the Act will control the rights of the partners in connection with the dissolution of a partnership if the dissolution occurs after the effective date of the Act even if the partnership was formed prior to the effective date of the Act. However, an agreement controlling rights on dissolution that was made prior to the effective date and that is binding under prior law will continue to bind the parties even if it is inconsistent with the provisions of the Act. Subsection (g) provides a limited exception to the "equal dignity" rule.

Prior Georgia Law There was no comparable provision.

Official UPA This section is the same as the official version except for the addition of subsections (f) and (g). Subsection (f) is based on § 1-102(1) of the Uniform Commercial Code. Subsection (g) limits the effect of the "equal dignity rule" codified in O.C.G.A. § 10-6-2 so that the validity of such instruments as deeds and the statement of partnership provided for under § 14-8-10.1 does not depend on the formality of the partnership agreement that created the authority to execute the instrument. Subsection (g) thus reverses the contrary implication in Hammond v. Chastain, 230 Ga. 747, 749, 199 S.E.2d 237, 239 (1973).

JUDICIAL DECISIONS

Cited in Eassa Properties v. Shearson Lehman Bros., 851 F.2d 1301 (11th Cir. 1988).

RESEARCH REFERENCES