Neb. Rev. Stat. » Chapter 67
Nebraska Revised Statutes

Neb. Rev. Stat. § 67-404 (2026)

Effect of partnership agreement; nonwaivable provisions

✓ text as last checked Oct. 2026 (this copy records no edition or section history)
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(1) Except as otherwise provided in subsection (2) 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, the Uniform Partnership Act of 1998 governs relations among the partners and between the partners and the partnership.

(2) The partnership agreement may not:

(a) Vary the rights and duties under section 67-406 except to eliminate the duty to provide copies of statements to all of the partners;

(b) Unreasonably restrict the right of access to books and records under subsection (2) of section 67-423;

(c) Eliminate the duty of loyalty under subsection (2) of section 67-424 or subdivision (2)(c) of section 67-433, but:

(i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or

(ii) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(d) Unreasonably reduce the duty of care under subsection (3) of section 67-424 or subdivision (2)(c) of section 67-433;

(e) Eliminate the obligation of good faith and fair dealing under subsection (4) of section 67-424, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(f) Vary the power to dissociate as a partner under subsection (1) of section 67-432, except to require the notice under subdivision (1) of section 67-431 to be in writing;

(g) Vary the right of a court to expel a partner in the events specified in subdivision (5) of section 67-431;

(h) Vary the requirement to wind up the partnership business in cases specified in subdivision (4), (5), or (6) of section 67-439;

(i) Vary the law applicable to a limited liability partnership under subsection (2) of section 67-407; or

(j) Restrict rights of third parties under the act.

Notes of Decisions
Cited in 5 cases, 2007–2018 · leading case: Shoemaker v. Shoemaker, 745 N.W.2d 299 (Neb. 2008).
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Shoemaker v. Shoemaker, 745 N.W.2d 299 (Neb. 2008). · cites it 4× “[24] Section 67-404 carries out the legislative intent to make the partnership provisions the controlling rules and the 1998 UPA provisions the default rules.”
Fredericks Peebles & Morgan LLP v. Assam, 915 N.W.2d 770 (Neb. 2018). “12 § 67-404. 13 Frohberg Elec. Co. v. Grossenburg Implement, 297 Neb.”
Mogensen v. Mogensen, 729 N.W.2d 44 (Neb. 2007). · cites it 2× “1 The district court, however, found that under § 67-404(1), judicial dissolution was inappropriate.”
Fredericks Peebles v. Assam, 300 Neb. 670 (Neb. 2018). “12 § 67-404. - 685 - Nebraska Supreme Court A dvance Sheets 300 Nebraska R eports FREDERICKS PEEBLES v.”
Elting v. Elting, 288 Neb. 404 (2014). · cites it 6× “Section 67-404 of the 1998 UPA provides in part: (1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partner- ship agreement.”
Neb. Rev. Stat. § 67-404(1): 2 cases
Mogensen v. Mogensen, 729 N.W.2d 44 (Neb. 2007). “1 The district court, however, found that under § 67-404(1), judicial dissolution was inappropriate.”
Elting v. Elting, 288 Neb. 404 (2014). “Section 67-404 of the 1998 UPA provides in part: (1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partner- ship agreement.”
Neb. Rev. Stat. § 67-404(2)(d): 1 case
Elting v. Elting, 288 Neb. 404 (2014). “Section 67-404 of the 1998 UPA provides in part: (1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partner- ship agreement.”
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