2017 ORS 67.042¹
Effect of partnership agreement
  • non- waivable provisions

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, this chapter governs relations among the partners and between the partners and the partnership.

(2) The partnership agreement may not:

(a) Unreasonably restrict the right of access to books and records under ORS 67.150 (Partner’s rights and duties with respect to information) (2);

(b) Eliminate the duty of loyalty under ORS 67.155 (General standards of partner’s conduct) (2) or 67.230 (Effect of partner’s dissociation) (2)(c), but:

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

(B) All 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;

(c) Unreasonably reduce the duty of care under ORS 67.155 (General standards of partner’s conduct) (3) or 67.230 (Effect of partner’s dissociation) (2)(c);

(d) Eliminate the obligation of good faith and fair dealing under ORS 67.155 (General standards of partner’s conduct) (4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not unconscionable;

(e) Vary the power to dissociate as a partner under ORS 67.225 (Partner’s power to dissociate) (1), except to require the notice under ORS 67.220 (Events causing partner’s dissociation) (1) of this Act to be in writing;

(f) Vary the right of a court to expel a partner in the events specified in ORS 67.220 (Events causing partner’s dissociation) (5);

(g) Vary the requirement to wind up the partnership business in cases specified in ORS 67.290 (Events causing dissolution and winding up of partnership business) (4), (5), (6) or (7);

(h) Choose a governing law not permitted under ORS 67.046 (Governing law) (1) or vary the application of this state’s law with respect to a limited liability partnership or a foreign limited liability partnership pursuant to ORS 67.046 (Governing law) (2) or (3); or

(i) Restrict rights of third parties under this chapter. [Formerly 67.015]

(formerly 67.015)

Notes of Decisions

Partnership agree­ment may provide that decisions outside of ordinary course of business may be made with less than unanimous con­sent of parties. In re Loverin Ranch, 492 B.R. 545 (Bkrtcy. D. Or. 2013)

1 Legislative Counsel Committee, CHAPTER 67—Partnerships; Limited Liability Partnerships, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors067.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 67, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano067.­html (2017) (last ac­cessed Mar. 30, 2018).
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.