15 Pennsylvania Consolidated Statutes Chapter 83 - General Partnerships

• Chapter Notes

Subchapter A.  Preliminary Provisions

• Section 8301 - Short Title And Application Of Chapter
  (a) Short title of chapter.--This chapter shall be known and may be cited as the Uniform Partnership Act. (b) Application of chapter.--This chapter shall...
• Section 8302 - Definitions
  The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly...
• Section 8303 - "Knowledge" And "Notice."
  (a) Knowledge.--A person has "knowledge" of a fact, within the meaning of this chapter, not only when he has actual knowledge thereof but also...
• Section 8304 - Rules Of Construction
  (a) Estoppel.--The law of estoppel shall apply under this chapter. (b) Agency.--The law of agency shall apply under this chapter.
• Section 8305 - Rules For Cases Not Provided For In Chapter
  In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall govern.

Subchapter B.  Nature of a Partnership

• Section 8311 - Partnership Defined
  (a) General rule.--A partnership is an association of two or more persons to carry on as co-owners a business for profit. (b) Exceptions.--Any association...
• Section 8312 - Rules For Determining The Existence Of A Partnership
  In determining whether a partnership exists, these rules shall apply: (1) Except as provided by section 8328 (relating to partner by estoppel), persons who...
• Section 8313 - Partnership Property
  (a) General rule.--All property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership...

Subchapter C.  Relation of Partners to Persons Dealing With the Partnership

• Section 8321 - Partner Agent Of Partnership As To Partnership Business
  (a) General rule.--Every partner is an agent of the partnership for the purpose of its business and the act of every partner, including the...
• Section 8322 - Conveyance Of Real Property Of The Partnership
  (a) General rule.--Where title to real property is in the partnership name, any partner may convey title to the property by a conveyance executed...
• Section 8323 - Admissions Or Representations By Partner
  An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence...
• Section 8324 - Partnership Charged With Knowledge Of Or Notice To Partner
  Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter acquired while...
• Section 8325 - Wrongful Act Of Partner
  Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the...
• Section 8326 - Breach Of Trust By Partner
  The partnership is bound to make good the loss: (1) Where one partner, acting within the scope of his apparent authority, receives money or...
• Section 8327 - Nature Of Liability Of Partner
  All partners are liable: (1) Jointly and severally for everything chargeable to the partnership under sections 8325 (relating to wrongful act of partner) and...
• Section 8328 - Partner By Estoppel
  (a) General rule.-- (1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to...
• Section 8329 - Liability Of Incoming Partner
  A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as...

Subchapter D.  Relations of Partners to One Another

• Section 8331 - Rules Determining Rights And Duties Of Partners
  The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following...
• Section 8332 - Partnership Books
  The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every...
• Section 8333 - Duty To Render Information
  Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any...
• Section 8334 - Partner Accountable As Fiduciary
  (a) General rule.--Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by him without...
• Section 8335 - Right Of Partner To An Account
  Any partner shall have the right to a formal account as to the partnership affairs: (1) If he is wrongfully excluded from the partnership...
• Section 8336 - Continuation Of Partnership Beyond Fixed Term
  (a) General rule.--When a partnership for a fixed term or particular undertaking is continued after the termination of that term or particular undertaking without...

Subchapter E.  Property Rights of a Partner

• Section 8341 - Extent Of Property Rights Of Partner
  The property rights of a partner are: (1) His rights in specific partnership property. (2) His interest in the partnership. (3) His right to...
• Section 8342 - Nature Of Right Of Partner In Specific Partnership Property
  (a) General rule.--A partner is co-owner with his partners of specific partnership property, holding as a tenant in partnership. (b) Incidents of tenancy.--The incidents...
• Section 8343 - Nature Of Interest Of Partner In Partnership
  The interest of a partner in the partnership is his share of the profits and surplus and that interest is personal property.
• Section 8344 - Assignment Of Interest Of Partner
  (a) General rule.--A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership nor, as against the...
• Section 8345 - Interest Of Partner Subject To Charging Order
  (a) General rule.--On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order or...

Subchapter F.  Dissolution and Winding Up

• Section 8351 - "Dissolution" Defined
  The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the...
• Section 8352 - Partnership Continued For Winding Up Affairs
  On dissolution, the partnership is not terminated but continues until the winding up of partnership affairs is completed.
• Section 8353 - Causes Of Dissolution
  Dissolution is caused: (1) Without violation of the agreement between the partners: (i) By the termination of the definite term or particular undertaking specified...
• Section 8354 - Dissolution By Decree Of Court
  (a) General rule.--On application by or for a partner, the court shall decree a dissolution whenever: (1) A partner has been declared a lunatic...
• Section 8355 - Effect Of Dissolution On Authority Of Partner
  Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all...
• Section 8356 - Right Of Partner To Contribution From Copartners
  Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his copartners for his share...
• Section 8357 - Power Of Partner To Bind Partnership To Third Persons
  (a) General rule.--After dissolution, a partner can bind the partnership, except as provided in subsection (c): (1) By any act appropriate for winding up...
• Section 8358 - Effect Of Dissolution On Existing Liability Of Partner
  (a) General rule.--The dissolution of the partnership does not of itself discharge the existing liability of any partner. (b) Agreement.--A partner is discharged from...
• Section 8359 - Right To Wind Up Affairs
  Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership, or the legal representative of the last surviving partner, not bankrupt, has...
• Section 8360 - Rights Of Partners To Application Of Partnership Property
  (a) General rule.--When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all...
• Section 8361 - Rights After Dissolution For Fraud Or Misrepresentation
  Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to...
• Section 8362 - Rules For Distribution
  In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (1) The assets...
• Section 8363 - Liability Of Persons Continuing The Business
  (a) Admission or retirement of a partner.--When any new partner is admitted into an existing partnership or when any partner retires and assigns (or...
• Section 8364 - Rights Of Retiring Partner Or Estate Of Deceased Partner When Business Is Continued
  When any partner retires or dies and the business is continued under any of the conditions set forth in section 8360(b)(2) (relating to dissolution...
• Section 8365 - Accrual Of Right To Account
  The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or...

Last modified: October 8, 2016