§ 15-103 — Effect of partnership agreement; nonwaivable provisions

Delaware § 15-103

• Jurisdiction: Delaware
• Title: 6
• Ch. 15: DELAWARE REVISED UNIFORM PARTNERSHIP ACT
• Subch.: General Provisions

Text

(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, this chapter governs relations among the partners and between the partners and the partnership.

(b) The partnership agreement may not:

(1) Vary the rights and duties under § 15-105 of this title except to eliminate the duty to provide copies of statements to all of the partners;

(2) Restrict a partner’s rights to obtain information as provided in § 15-403 of this title, except as permitted by § 15-403(f) of this title;

(3) Eliminate the implied contractual covenant of good faith and fair dealing;

(4) Vary the power to dissociate as a partner under § 15-602(a) of this title, except to require the notice under § 15-601(1) of this title to be in writing;

(5) Vary the right of a court to expel a partner in the events specified in § 15-601(5) of this title;

(6) Vary the requirement to wind up the partnership business in cases specified in § 15-801(4), (5) or (6) of this title;

(7) Vary the law applicable to a limited liability partnership under § 15-106(b) of this title; or

(8) Vary the denial of partnership power to issue a certificate of partnership interest in bearer form under § 15-503(h) of this title.

(c) Notwithstanding anything to the contrary contained in this section, §§ 15-201(a), 15-203 and 15-501 of this title may be modified only to the extent provided in a statement of partnership existence or a statement of qualification and in a partnership agreement. Unless otherwise provided in a partnership agreement, the provisions of this chapter apply to a partnership that has a statement of partnership existence or a statement of qualification and a partnership agreement that has modified §§ 15-201(a), 15-203 and 15-501 of this title.

(d) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements.

(e) A partner or other person shall not be liable to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner’s or other person’s good faith reliance on the provisions of the partnership agreement.

(f) A partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a partner or other person to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement; provided, that a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

Legislative History

72 Del. Laws, c. 151, § 1 ; 72 Del. Laws, c. 390, §§ 1-3 ; 73 Del. Laws, c. 85, § 4 ; 74 Del. Laws, c. 266, §§ 2-4 ; 76 Del. Laws, c. 106, § 3 ; 77 Del. Laws, c. 59, § 2 ; 83 Del. Laws, c. 62, § 1