Chapter 805 - Business Organizations - Uniform Partnership Act (1997) - Relations of Partners to Each Other and to Partnership

(805 ILCS 206/Art. 4 heading)

ARTICLE 4

RELATIONS OF PARTNERS TO EACH OTHER

AND TO PARTNERSHIP

    (805 ILCS 206/401)
    Sec. 401. Partner's rights and duties.
    (a) Each partner is deemed to have an account that is:
        (1) credited with an amount equal to the money plus

the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and

(2) charged with an amount equal to the money plus

the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.

    (b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
    (c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
    (d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
    (e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this Section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
    (f) Each partner has equal rights in the management and conduct of the partnership business.
    (g) A partner may use or possess partnership property only on behalf of the partnership.
    (h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
    (i) A person may become a partner only with the consent of all of the partners.
    (j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
    (k) This Section does not affect the obligations of a partnership to other persons under Section 301 of this Act.
(Source: P.A. 92-740, eff. 1-1-03.)

(805 ILCS 206/402)
Sec. 402. Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind.
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/403)
    Sec. 403. Partner's rights and duties with respect to information.
    (a) A partnership shall keep its books and records, if any, at its chief executive office.
    (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
    (c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
        (1) without demand, any information concerning the

partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this Act; and

(2) on demand, any other information concerning the

partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/404)
    Sec. 404. General standards of partner's conduct.
    (a) The fiduciary duties a partner owes to the partnership and the other partners include the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this Section.
    (b) A partner's duty of loyalty to the partnership and the other partners includes the following:
        (1) to account to the partnership and hold as

trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;

(2) to act fairly when a partner deals with the

partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and

(3) to refrain from competing with the partnership

in the conduct of the partnership business before the dissolution of the partnership.

    (c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
    (d) A partner shall discharge his or her duties to the partnership and the other partners under this Act or under the partnership agreement and exercise any rights consistent with the obligation of good faith and fair dealing.
    (e) A partner does not violate a duty or obligation under this Act or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
    (f) This Section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/405)
    Sec. 405. Actions by partnership and partners.
    (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
    (b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
        (1) enforce the partner's rights under the

partnership agreement;

(2) enforce the partner's rights under this Act,

including:

(i) the partner's rights under Section 401, 403,

or 404;

(ii) the partner's right on dissociation to have

the partner's interest in the partnership purchased pursuant to Section 701 or enforce any other right under Article 6 or 7; or

(iii) the partner's right to compel a

dissolution and winding up of the partnership business under or enforce any other right under Article 8; or

(3) enforce the rights and otherwise protect the

interests of the partner, including rights and interests arising independently of the partnership relationship.

(c) The accrual of, and any time limitation on, a right of action for a remedy under this Section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
(Source: P.A. 92-740, eff. 1-1-03.)

    (805 ILCS 206/406)
    Sec. 406. Continuation of partnership beyond definite term or particular undertaking.
    (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
    (b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
(Source: P.A. 92-740, eff. 1-1-03.)