Pitfalls in Partnership Law Reform: Some United States Experience

Abstract

This paper takes the postion that, based on the United States experience with the Revised Uniform Partnership Act, the two major pitfalls in partnership law reform are a failure to learn from history and a failure to state clear, concise and coherent principles. Among other examples of a failure to learn from history, the paper discusses the continued use of the word dissolution and belated provision for limited liability. Among other examples of a failure to state clear, concise and coherent principles, the paper discusses fiduciary duty and related rules and provisions on joint and several liability. The current mixed grill of statutory forms is itself too complex and insufficiently coherent, and can be made better only by harnessing a proper blend of expertise.