The Revised Uniform Partnership Act of 1994 (RUPA) section 404 establishes a comprehensive definition of partnership fiduciary duties and includes an express recognition of the unique position of a partner. The approach taken by RUPA endorses too great an invasion of the principle of freedom of contract among partners, and a change in the language of RUPA is proposed with the goal of expanding freedom of contract without abandoning the requirement of good faith.
J. Dennis Hynes,
Fiduciary Duties and RUPA: An Inquiry Into Freedom of Contract,
58 Law and Contemporary Problems
Available at: http://scholarship.law.duke.edu/lcp/vol58/iss2/3