Massachusetts General Laws

Mass. Gen. Laws ch. 108A, § 18 (2026)

Rights and duties of partners

✓ current as of July 2026

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Section 18. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:

(a) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property, and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and except as provided in section fifteen, each partner must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits.

(b) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property.

(c) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance.

(d) A partner shall receive interest on the capital contributed by him only from the date when repayment should be made.

(e) All partners have equal rights in the management and conduct of the partnership business.

(f) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs.

(g) No person can become a member of a partnership without the consent of all the partners.

(h) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.

Notes of Decisions

Cited in 12 cases, 1982–2010 · leading case: Meehan v. Shaughnessy Cohen, 535 N.E.2d 1255 (Mass. 1989).

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Meehan v. Shaughnessy Cohen, 535 N.E.2d 1255 (Mass. 1989). · cites it 3× “Because it may be impossible to liquidate certain partnership assets immediately, the statute provides that “[o]n dissolution [a] partnership is not terminated, but continues until the winding-up of partnership affairs is completed.”

Starr v. Fordham, 648 N.E.2d 1261 (Mass. 1995). · cites it 2× “G. L. c. 108A, §§ 18 (o) & 40 (d) (1992 ed.”

Walsh v. Chestnut Hill Bank & Trust Co., 607 N.E.2d 737 (Mass. 1993). “Doherty claims that the Uniform Partnership Act, as adopted in Massachusetts, G. L. c. 108A, § 18 (a), requires that, where the partnership agreement is silent as to the division of, losses, losses are divided in the same way as profits.”

In Re Medallion Realty Trust, 103 B.R. 8 (Bankr. D. Mass. 1989). “Mass.Gen.L. ch. 108A, § 18. Nor is it necessary that Belanger have made an investment in money.”

Diamond v. Pappathanasi, 935 N.E.2d 340 (Mass. App. Ct. 2010). “Moreover, unlike the Uniform Partnership Act (see G. L. c. 108A, § 18[/]), the Revised Uniform Limited Partnership Act (RULPA) does not include an express provision barring compensation absent an agreement to the contrary.”

Fenton v. Bryan, 604 N.E.2d 56 (Mass. App. Ct. 1992). “We are aware that G. L. c. 108A, § 18(/), states in pertinent part that: “No partner is entitled to remuneration for acting in the partnership business .”

Dow v. Donovan, 150 F. Supp. 2d 249 (D. Mass. 2001). “G.L. c. 108A, § 18(g), LWE.LLP has operated on the basis that a single negative vote of any partner is effective to deny admission to partnership.”

Flynn v. Haddad, 520 N.E.2d 169 (Mass. App. Ct. 1988). “Haddad claims that the payment of interest on advances made to a partnership by a partner is not discretionary, and that *505 G. L. c. 108A, § 18(c), set out in the margin, 8 requires that he receive interest.”

Kennedy v. Kennedy, 433 N.E.2d 1247 (Mass. App. Ct. 1982). “On this basis, he determined that reasonable compensation to John for operating the business would be $30,000 “a year before division of profits.”

Wagley v. Danforth, 46 Mass. App. Ct. 15 (Mass. App. Ct. 1998). “Third, the defendants argue that G. L. c. 108A, § 18(A) (see G. L. c. 109, § 24), authorizes this sale of partnership assets by majority vote.”

Brown v. Hallisey, 18 Mass. L. Rptr. 675 (Mass. Super. Ct. 2004). · cites it 2× “Paragraph 5 of the agreement gives greater power to the majority of the 29 Main Street partners than the corresponding statutory provision, G.L.c. 108A, §18. Section 18(h) permits the majority partners to deal with partnership property in the normal course of business.”

Smith v. Egan, 3 Mass. L. Rptr. 62 (Mass. Super. Ct. 1994). “G.L.c. 108A, §18(g). Smith has not alleged sufficient facts to establish the intent of Harnett, Glanz’s co-partner, to form a partnership with Carruth.”

— Mass. Gen. Laws ch. 108A, § 18(A) — 1 case

Wagley v. Danforth, 46 Mass. App. Ct. 15 (Mass. App. Ct. 1998). “Third, the defendants argue that G. L. c. 108A, § 18(A) (see G. L. c. 109, § 24), authorizes this sale of partnership assets by majority vote.”

— Mass. Gen. Laws ch. 108A, § 18(b) — 1 case

Brown v. Hallisey, 18 Mass. L. Rptr. 675 (Mass. Super. Ct. 2004). “Paragraph 5 of the agreement gives greater power to the majority of the 29 Main Street partners than the corresponding statutory provision, G.L.c. 108A, §18. Section 18(h) permits the majority partners to deal with partnership property in the normal course of business.”

— Mass. Gen. Laws ch. 108A, § 18(c) — 1 case

Flynn v. Haddad, 520 N.E.2d 169 (Mass. App. Ct. 1988). “Haddad claims that the payment of interest on advances made to a partnership by a partner is not discretionary, and that *505 G. L. c. 108A, § 18(c), set out in the margin, 8 requires that he receive interest.”

— Mass. Gen. Laws ch. 108A, § 18(f) — 1 case

Kennedy v. Kennedy, 433 N.E.2d 1247 (Mass. App. Ct. 1982). “On this basis, he determined that reasonable compensation to John for operating the business would be $30,000 “a year before division of profits.”

— Mass. Gen. Laws ch. 108A, § 18(g) — 2 cases

Dow v. Donovan, 150 F. Supp. 2d 249 (D. Mass. 2001). “G.L. c. 108A, § 18(g), LWE.LLP has operated on the basis that a single negative vote of any partner is effective to deny admission to partnership.”

Smith v. Egan, 3 Mass. L. Rptr. 62 (Mass. Super. Ct. 1994). “G.L.c. 108A, §18(g). Smith has not alleged sufficient facts to establish the intent of Harnett, Glanz’s co-partner, to form a partnership with Carruth.”

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