Copyright ? 1995 by Law and Contemporary Problems * Professor of Law, University of Colorado. The author is indebted to Professor Clifford Calhoun, who reviewed an earlier draft of this article and made a number of valuable suggestions. The helpful assistance of my research assistants, Scott Renner and Steve Perfrement, is gratefully acknowledged. 1. Uniform Partnership Act (1994) [hereinafter RUPA or the Act]. Although the word revised is not in the official title to the 1994 Act, reference to it as RUPA is widespread in literature on the Act, in part for its convenience, and it will be referred to as RUPA in this article. RUPA is contained in the 1995 Supplementary Pamphlet to 6 U.L.A. There are three versions of RUPA, promulgated by the National Conference of Commissioners on Uniform State Laws (NCCUSL) in 1992, 1993, and 1994. All were passed as uniform acts in a period of three consecutive years, an event unprecedented in NCCUSL history. 2. As will be discussed later, infra text accompanying notes 14-18, the framers of RUPA have classified as nonfiduciary a number of obligations that in prior law were included in the concept. 3. The Uniform Partnership Act (1914) (the UPA) is the predecessor statute to RUPA. UNIF. PARTNERSHIP ACT, 6 U.L.A. 1 (1969). The UPA merely hints at duties in its ?? 19, 20, and 21 (the only reference to the word fiduciary in the UPA is contained in the title to ? 21), and leaves it to the common law to develop the concept. 4. RUPA ? 404 reads as follows: SECTION 404. GENERAL STANDARDS OF PARTNER'S CONDUCT (a) The only duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c). (b) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and (3) to refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership. (c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of the law. (d) A partner shall discharge the duties to the partnership and the other partners under this [Act] or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.