Alabama Code 10A-9A-1.08. Effect of partnership agreement; nonwaivable provisions

(a) Except as otherwise provided in subsections (b) and (c):

Attorney's Note

Under the Alabama Code, punishments for crimes depend on the classification. In the case of this section:

Class	Prison	Fine
Violation	up to 30 days	up to $200

For details, see Ala. Code § 13A-5-7

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Terms Used In Alabama Code 10A-9A-1.08

Appraisal: A determination of property value.
Contract: A legal written agreement that becomes binding when signed.
Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
distribution: except as otherwise provided in Section 10A-9A-5. See Alabama Code 10A-9A-1.02
Fiduciary: A trustee, executor, or administrator.
GENERAL PARTNER: means :
(A) with respect to a limited partnership, a person that:
(i) is admitted as a general partner under Section 10A-9A-4. See Alabama Code 10A-9A-1.02
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
LIMITED PARTNER: means :
(A) with respect to a limited partnership, a person that:
(i) is admitted as a limited partner under Section 10A-9A-3. See Alabama Code 10A-9A-1.02
partner: means a limited partner or general partner. See Alabama Code 10A-9A-1.02
Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
PARTNERSHIP AGREEMENT: means any agreement (whether referred to as a partnership agreement or otherwise), written, oral or implied, of the partners as to the activities and affairs of a limited partnership. See Alabama Code 10A-9A-1.02
person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
TRANSFERABLE INTEREST: means a partner's right to receive distributions from a limited partnership. See Alabama Code 10A-9A-1.02
transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Alabama Code 10A-9A-1.02
writing: includes typewriting and printing on paper. See Alabama Code 1-1-1

(1) the partnership agreement governs relations among the partners as partners and between the partners and the partnership; and

(2) to the extent the partnership agreement does not otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter.

(b)

(1) To the extent that, at law or in equity, a partner or other person has duties, including fiduciary duties, to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, the partner’s or other person’s duties may be expanded or restricted or eliminated by provisions in a written partnership agreement, but the implied contractual covenant of good faith and fair dealing may not be eliminated.

(2) A written partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a partner or other person to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, but a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

(3) A partner or other person shall not be liable to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner’s or other person’s good faith reliance on the partnership agreement.

(4) A partnership agreement may provide that:

(A) a partner or transferee who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences; and

(B) at the time or upon the happening of events specified in the partnership agreement, a partner or transferee may be subject to specified penalties or specified consequences.

(5) A penalty or consequence that may be specified under paragraph (4) of this subsection may include and take the form of reducing or eliminating the defaulting partner’s or transferee’s proportionate interest in a limited partnership, subordinating the partner’s or transferee’s transferable interest to that of non-defaulting partners or transferees, forcing a sale of that transferable interest, forfeiting the defaulting partner’s or transferee’s transferable interest, the lending by other partners or transferees of the amount necessary to meet the defaulting partner’s or transferee’s commitment, a fixing of the value of the defaulting partner’s or transferee’s transferable interest by appraisal or by formula and redemption or sale of the transferable interest at that value, or other penalty or consequence.

(6) A written partnership agreement may supersede, in whole or in part, the provisions of Division C and Division D of Article 3 of Chapter 1.

(c) A partnership agreement may not:

(1) vary the nature of the limited partnership as a separate legal entity under Section 10A-9A-1.04(a);

(2) vary a limited partnership’s power under Section 10A-9A-1.05 to sue, be sued, and defend in its own name;

(3) vary the law applicable to a limited partnership under Section 10A-9A-1.06;

(4) restrict rights under this chapter of a person other than a partner, a dissociated partner, or a transferee;

(5) vary the requirements of Section 10A-9A-2.03;

(6) vary the information required under Section 10A-9A-1.11 or unreasonably restrict the right to information under Sections limited partner and former limited partner to information” class=”unlinked-ref” datatype=”S” sessionyear=”2020″ statecd=”AL” title=”10A”>10A-9A-3.04 or general partner and former general partner to information” class=”unlinked-ref” datatype=”S” sessionyear=”2020″ statecd=”AL” title=”10A”>10A-9A-4.07, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(7) vary the power of the court under Section 10A-9A-2.04;

(8) eliminate the implied contractual covenant of good faith and fair dealing as provided under Section 10A-9A-1.08(b)(1);

(9) eliminate or limit the liability of a partner or other person for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing as provided under Section 10A-9A-1.08(b)(2);

(10) waive the requirements of Section 10A-9A-5.02(e);

(11) reduce the limitations period specified under Section distribution and liability for improper distributions” class=”unlinked-ref” datatype=”S” sessionyear=”2020″ statecd=”AL” title=”10A”>10A-9A-5.08(d) for an action commenced under other applicable law;

(12) waive the prohibition on issuance of a certificate of a transferable interest in bearer form under Section 10A-9A-7.02(c);

(13) vary the power of a person to dissociate as a general partner under Section 10A-9A-6.04(a) except that the partnership agreement may require that the notice under Section 10A-9A-6.03(1) be in a writing or in a specific form thereof;

(14) vary the power of a court to decree dissolution in the circumstances specified in Section 10A-9A-8.01(f);

(15) vary the requirement to wind up the partnership’s activities and affairs as specified in Section 10A-9A-8.02; or

(16) vary the rights of a partner under Section 10A-9A-10.10.

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