MARVIN MANDEL, Governor                                  1925

The word "the" is substituted for the word
"such."

No other changes are made.

SUBTITLE 4. RELATION OF PARTNERS TO ONE ANOTHER.

9-401. PULES DETERMINING RIGHTS AND DUTIES OF PARTNERS.

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.

(1)   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 MUST CONTRIBUTE TOWARDS THE
LOSSES, WHETHER OF CAPITAL OR OTHERWISE, SUSTAINED BY THE
PARTNERSHIP ACCORDING TO HIS SHARE IN THE PROFITS.

(2)   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.

(3)   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.

(4)   A PARTNER SHALL RECEIVE INTEREST ON THE CAPITAL
CONTRIBUTED BY HIM ONLY FROM THE DATE WHEN REPAYMENT
SHOULD BE MADE.

(5) ALL PARTNERS HAVE EQUAL RIGHTS IN THE
MANAGEMENT AND CONDUCT OF THE PARTNERSHIP BUSINESS.

(6)   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.

(7)    NO PERSON CAN BECOME A MEMBER OF A PARTNERSHIP
WITHOUT THE CONSENT OF ALL THE PARTNERS.

(8)   ANY DIFFERENCES 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.

REVISOR'S NOTE: This section presently appears as