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What Is The Uniform Partnership Act (UPA)?


The Uniform Partnership Act (UPA) governs business partnerships in most U.S. states. Model legislation drafted initially drafted more than a century ago, the UPA has been ratified by every state except Louisiana. As the statute was modernized in 1997, you will also hear it referred to as the Revised Uniform Partnership Act (RUPA). In this article, our Miami partnership dispute attorneys discuss Florida’s Uniform Partnership Act. 

Uniform Partnership Act Standardizes State Partnership Laws 

Similar to other types of model legislation, a key goal of the Uniform Partnership Act is to standardize the laws from jurisdiction to jurisdiction. Businesspeople and entrepreneurs can feel relatively confident that the basic partnership laws will be carried over into different states. As noted above, Florida is a signatory to the Revised Uniform Partnership Act (RUPA).

Three Key Elements of the Revised Uniform Partnership Act 

The Revised Uniform Partnership Act includes a number of important provisions that could affect your rights and duties. Here are three of key elements of the Florida partnership law:

  1. Ability to Continue Partnership After Minority Partner Dissociates: The Revised Uniform Partnership Act holds that a majority share of the partners can opt to continue the business even if one partner dissociates. Remaining partners have 90 days to agree to continue after a dissociation of a business partner.
  2. Duties Owed to Other Business Partners: The Revised Uniform Partnership Act also holds that business partners owe each other a duty of loyalty, duty of care, and duty of good faith & dealing. A business partner could be held legally liable for damages sustained because of a breach of one or more of these responsibilities.
  3. Ability to Request an Accounting: Partnership disputes can arise for many different reasons. Under the Florida Revised Uniform Partnership Act parties to a partnership dispute have the right to request an accounting. In effect, an accounting in an independent, court-supervised inquiry through which partnership accounts are reviewed—and if necessary adjusted—to rectify any inequities. 

Partnership Law Provides Wide Deference to Language of Partnership Agreement 

As a member of a business partnership in Florida, you have certain rights and responsibilities under the Revised Uniform Partnership Act. That being said, the statute provides wide deference to the bargain-for terms of a partnership agreement. In other words, if you are involved in a partnership dispute in Florida, your rights and duties will arise largely from your partnership agreement. For this reason, it is crucial that business partners have a well-drafted, comprehensive partnership agreement in place. If any type of commercial dispute or legal dispute arises, a Florida court will look closely at the specific terms of the partnership agreement. 

Do You Have Questions About Partnership Law in Florida?

We can help. At Pike & Lustig, LLP, our firm is committed to serving our clients with the highest level of professionalism. If you want more information about the Uniform Partnership Act or if you are locked in a legal dispute with a business partner, we can help. Contact us today to set up your confidential case assessment. Our attorneys are ready to help you find the best solution.



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