The Uniform Partnership Act, unchanged in over seventy years, is being considered for revision by the National Conference of Commissioners on Uniform State Laws. As Reporter to the Drafting Committee, Professor Weidner recommends that the revision process begin with a reconsideration of the fundamentals of partnership law. The drafters of the present act struggled to reconcile the conflicts between the entity and aggregate theories of partnership, conflicts which still permeate partnership law. While theoretical consistency may be desirable, a pragmatic approach to revision requires a structuring of partnership law that will serve the needs of both large and small partnerships. Major factors that must be considered during revision include the current business and investment uses of partnerships, changes in the laws that govern the other forms of business organizations, and federal income tax treatment. Several specific provisions of the present Act that require close scrutiny include those relating to the duties of care and loyalty, dissolution, and other remedies available to dissatisfied partners. Professor Weidner concludes that the revision process can move the law of general partnership more toward an entity model without adverse tax consequences.
Donald J. Weidner,
A Perspective to Reconsider Partnership Law,
16 Fla. St. U. L. Rev.