67-404. Effect of partnership agreement; nonwaivable provisions.

(1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, the Uniform Partnership Act of 1998 governs relations among the partners and between the partners and the partnership.

(2) The partnership agreement may not:

(a) Vary the rights and duties under section 67-406 except to eliminate the duty to provide copies of statements to all of the partners;

(b) Unreasonably restrict the right of access to books and records under subsection (2) of section 67-423;

(c) Eliminate the duty of loyalty under subsection (2) of section 67-424 or subdivision (2)(c) of section 67-433, but:

(i) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or

(ii) All of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(d) Unreasonably reduce the duty of care under subsection (3) of section 67-424 or subdivision (2)(c) of section 67-433;

(e) Eliminate the obligation of good faith and fair dealing under subsection (4) of section 67-424, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(f) Vary the power to dissociate as a partner under subsection (1) of section 67-432, except to require the notice under subdivision (1) of section 67-431 to be in writing;

(g) Vary the right of a court to expel a partner in the events specified in subdivision (5) of section 67-431;

(h) Vary the requirement to wind up the partnership business in cases specified in subdivision (4), (5), or (6) of section 67-439;

(i) Vary the law applicable to a limited liability partnership under subsection (2) of section 67-407; or

(j) Restrict rights of third parties under the act.

Source

Annotations

Under subsection (1) of this section, relations among the partners and between the partners and the partnership are also governed by the partnership agreement. Fredericks Peebles v. Assam, 300 Neb. 670, 915 N.W.2d 770 (2018).

Except for limited exceptions, the provisions of the Uniform Partnership Act of 1998 are default rules that govern the relations among partners in situations they have not addressed in a partnership agreement. Shoemaker v. Shoemaker, 275 Neb. 112, 745 N.W.2d 299 (2008).