Closely-Held Business Symposium: The Uniform Limited Partnership Act
”Linkage” of the law governing general partnerships to the law governing limited partnerships has received a good deal of attention in the last few years. The concept of filling the gaps in limited partnership law with the general partnership law, or ”linkage,” is embodied in provisions of the Uniform Partnership Act of 1914 (UPA), the Uniform Limited Partnership Act of 1916 (ULPA), and the Revised Uniform Limited Partnership Act of 1976 (RULPA). The promulgation of the revised Uniform Partnership Act in 1994 (RUPA) unsettled this long-standing tradition, as the drafters of RUPA made significant changes in the general partnership context and declined to address linkage in the Act. How well linkage of limited partnership law to the UPA has worked historically would be the subject of some debate. There is less disagreement between the two most vocal commentators in this area with regard to the results of linking limited partnership law to RUPA. Professor Ribstein states that linking RUPA to the limited partnership statutes will create ”possible interpretation problems,” and Dean Vestal predicts ”chaos.” Indeed, RUPA has been the catalyst for the recent thoughtful commentary in this area, and it certainly appears to have exacerbated the problems and uncertainties associated with the linkage of general and limited partnership law. . . .