Pennsylvania § 8414 Governing law

Pennsylvania Statutes

§ 8414 — Governing law

Pennsylvania § 8414

JurisdictionPennsylvania

Title 15CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

PartPART III

Ch. 84GENERAL PARTNERSHIPS

Subch.GENERAL PROVISIONS

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Bluebook

15 Pa. Cons. Stat. § 8414 (2026).

Text

(a)General rule.--The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations or other liabilities of the partnership are governed by:

(1)in the case of a limited liability partnership, the laws of this Commonwealth; and

(2)in the case of a partnership that is not a limited liability partnership, the laws of:

(i)the jurisdiction chosen by a provision of the partnership agreement in record form; or

(ii)the jurisdiction in which the partnership has its principal office if there is no choice of law under subparagraph (i).

(b)Enforceability of chosen law.--A choice of law under subsection (a)(2)(i) is enforceable even though:

(1)The chosen jurisdiction has no substantial relationship to the partners or the partnership and there is n

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(a) General rule.--The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations or other liabilities of the partnership are governed by:

(1) in the case of a limited liability partnership, the laws of this Commonwealth; and

(2) in the case of a partnership that is not a limited liability partnership, the laws of:

(i) the jurisdiction chosen by a provision of the partnership agreement in record form; or

(ii) the jurisdiction in which the partnership has its principal office if there is no choice of law under subparagraph (i).

(b) Enforceability of chosen law.--A choice of law under subsection (a)(2)(i) is enforceable even though:

(1) The chosen jurisdiction has no substantial relationship to the partners or the partnership and there is no other reasonable basis for the parties' choice.

(2) Application of the chosen law would be contrary to a fundamental policy of a jurisdiction that has a materially greater interest in the determination of the particular issue than does the jurisdiction whose law has been chosen.

(c) Cross reference.--See section 8415(c)(6) (relating to contents of partnership agreement).