(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, sections 34-300 to 34-399, inclusive, govern relations among the partners and between the partners and the partnership.
(b) The partnership agreement may not:
(1) Vary the rights and duties under section 34-305 except to eliminate the duty to provide copies of statements to all of the partners;
(2) Unreasonably restrict the right of access to books and records under subsection (b) of section 34-337;
(3) Eliminate the duty of loyalty under subsection (b) of section 34-338 or subdivision (3) of subsection (b) of section 34-357, but: (A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or (B) 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;
(4) Unreasonably reduce the duty of care under subsection (c) of section 34-338 or subdivision (3) of subsection (b) of section 34-357;
(5) Eliminate the obligation of good faith and fair dealing under subsection (d) of section 34-338, 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;
(6) Vary the power to dissociate as a partner under subsection (a) of section 34-356, except to require the notice under subdivision (1) of section 34-355 to be in writing;
(7) Vary the right of a court to expel a partner in the events specified in subdivision (5) of section 34-355;
(8) Vary the requirement to wind up the partnership business in cases specified in subdivision (4), (5) or (6) of section 34-372; or
(9) Restrict rights of third parties under sections 34-300 to 34-399, inclusive.
(P.A. 95-341, S. 4, 58.)
History: P.A. 95-341 effective July 1, 1997.
Subsec. (a):
Remaining partner's claim to compel valuation conflicts with Sec. 34-362(i) and trial court has no equitable power to compel valuation because act governs matters not governed by partnership agreement. 293 C. 60.
Structure Connecticut General Statutes
Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships
Section 34-300. - Short title: Uniform Partnership Act.
Section 34-301. - Definitions.
Section 34-302. - Knowledge and notice.
Section 34-303. - Effect of partnership agreement. Nonwaivable provisions.
Section 34-304. - Supplemental principles of law.
Section 34-305. - Execution, filing and recording of statements.
Section 34-306. - Law governing internal relations.
Section 34-307. - Partnership subject to statutory amendment or repeal.
Section 34-313. - Partnership as entity.
Section 34-314. - Formation of partnership.
Section 34-315. - Partnership property.
Section 34-316. - When property is partnership property.
Section 34-322. - Partner as agent of partnership.
Section 34-323. - Transfer of partnership property.
Section 34-324. - Statement of partnership authority.
Section 34-325. - Statement of denial.
Section 34-326. - Partnership liable for partner's actionable conduct.
Section 34-327. - Liability of partner. Insurance.
Section 34-328. - Actions by and against partnership and partners.
Section 34-329. - Liability of purported partner.
Section 34-335. - Rights and duties of a partner.
Section 34-336. - Distributions in kind.
Section 34-337. - Rights and duties of a partner with respect to information.
Section 34-338. - General standards of conduct of a partner.
Section 34-339. - Actions by partnership and partners.
Section 34-340. - Continuation of partnership beyond definite term or particular undertaking.
Section 34-346. - Partner not co-owner of partnership property.
Section 34-347. - Partner's transferable interest in partnership.
Section 34-348. - Transfer of partner's transferable interest.
Section 34-349. - Partner's transferable interest subject to charging order.
Section 34-355. - Events causing partner's dissociation.
Section 34-356. - Partner's power to dissociate. Wrongful dissociation.
Section 34-357. - Effect of partner's dissociation.
Section 34-362. - Purchase of dissociated partner's interest.
Section 34-363. - Dissociated partner's power to bind and liability to partnership.
Section 34-364. - Dissociated partner's liability to other persons.
Section 34-365. - Statement of dissociation.
Section 34-366. - Continued use of partnership name.
Section 34-372. - Events causing dissolution and winding up of partnership business.
Section 34-373. - Partnership continues after dissolution.
Section 34-374. - Right to wind up partnership business.
Section 34-375. - Partner's power to bind partnership after dissolution.
Section 34-376. - Statement of dissolution.
Section 34-377. - Partner's liability to other partners after dissolution.
Section 34-378. - Settlement of accounts and contributions among partners.
Section 34-384. - Definitions.
Section 34-388. - Merger of partnerships.
Section 34-389. - Effect of merger.
Section 34-390. - Statement of merger.
Section 34-391. - Nonexclusive.
Section 34-397. - Uniformity of application and construction.
Section 34-398. - Applicability.
Section 34-399. - Savings clause.
Section 34-400. (Formerly Sec. 34-81a). - Recognition and regulation of partnerships.
Section 34-406. (Formerly Sec. 34-81s). - Domestic and foreign limited liability partnerships: Name.
Section 34-420. (Formerly Sec. 34-81c). - Domestic limited liability partnership: Annual report.
Section 34-422a. - Domestic limited liability partnership: Reinstatement after revocation.
Section 34-431. (Formerly Sec. 34-81l). - Foreign limited liability partnership: Annual report.