reglab/housing_qa huggingface dataset:
31 ME Rev Stat § 1075 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 7: PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP|31 §1075. Continued use of partnership name

 §1075. Continued use of partnership name Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.   [PL 2005, c. 543, Pt. A, §2 (NEW).]SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1082 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 8: WINDING UP PARTNERSHIP BUSINESS|31 §1082. Partnership continues after dissolution

 §1082. Partnership continues after dissolution 1.  Continuation for purpose of winding up.  Subject to subsection 2, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 2.  Waiver of right to wind up business; terminate partnership.  At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:   A. The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]B. The rights of a 3rd party accruing under section 1084, subsection 1 or arising out of conduct in reliance on the dissolution before the 3rd party knew or received a notification of the waiver may not be adversely affected.   [PL 2005, c. 543, Pt. A, §2 (NEW).][PL 2005, c. 543, Pt. A, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1083 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 8: WINDING UP PARTNERSHIP BUSINESS|31 §1083. Right to wind up partnership business

 §1083. Right to wind up partnership business 1.  Participation of partner; judicial supervision.  After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 2.  Legal representative of last surviving partner.  The legal representative of the last surviving partner may wind up a partnership's business.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 3.  Powers of person winding up business.  A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 1087, settle disputes by mediation or arbitration and perform other necessary acts.   [PL 2005, c. 543, Pt. A, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1084 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 8: WINDING UP PARTNERSHIP BUSINESS|31 §1084. Partner's power to bind partnership after dissolution

 §1084. Partner's power to bind partnership after dissolution Subject to section 1085, a partnership is bound by a partner's act after dissolution that:   [PL 2005, c. 543, Pt. A, §2 (NEW).]1.  Appropriate act.  Is appropriate for winding up the partnership business; or   [PL 2005, c. 543, Pt. A, §2 (NEW).] 2.  Act would have bound partnership.  Would have bound the partnership under section 1031 before dissolution, if the other party to the transaction did not have notice of the dissolution.   [PL 2005, c. 543, Pt. A, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1085 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 8: WINDING UP PARTNERSHIP BUSINESS|31 §1085. Statement of dissolution

 §1085. Statement of dissolution 1.  Filing of statement.  After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 2.  Deemed to have notice.  For the purposes of sections 1031 and 1084, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 30 days after it is filed.   [PL 2005, c. 543, Pt. A, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1086 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 8: WINDING UP PARTNERSHIP BUSINESS|31 §1086. Partner's liability to other partners after dissolution

 §1086. Partner's liability to other partners after dissolution 1.  Liable for partner's share.  Except as otherwise provided in subsection 2 and section 1034, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 1084.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 2.  Liability for inappropriate act.  A partner who, with knowledge of the dissolution, incurs a partnership liability under section 1084, subsection 2 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.   [PL 2005, c. 543, Pt. A, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1091 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 9: CONVERSIONS AND MERGERS|31 §1091. Definitions

 §1091. Definitions As used in this subchapter, unless the context otherwise indicates, the following terms have the following meanings.   [PL 2005, c. 543, Pt. A, §2 (NEW).]1.  Corporation.  "Corporation" means a corporation created under the Maine Business Corporation Act, predecessor law or comparable law of another jurisdiction.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 2.  General partner.  "General partner" means a partner in a partnership, a general partner in a limited partnership, a general partner in a limited liability partnership and a general partner in a limited liability limited partnership.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 3.  Limited liability company.  "Limited liability company" means a limited liability company created under the Maine Limited Liability Company Act, predecessor law or comparable law of another jurisdiction.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 4.  Limited liability limited partnership.  "Limited liability limited partnership" means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 5.  Limited partner.  "Limited partner" means a limited partner in a limited partnership and a limited partner in a limited liability partnership.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 6.  Limited partnership.  "Limited partnership" means a limited partnership created under the Uniform Limited Partnership Act, predecessor law or comparable law of another jurisdiction.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 7.  Member.  "Member" means a person reflected in the required records of a limited liability company as the owner of some governance rights of a membership interest in the limited liability company.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 8.  Partner.  "Partner" includes both a general partner and a limited partner.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 9.  Partnership.  "Partnership" means a partnership formed under section 1022 or any predecessor law.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 10.  Shareholder.  "Shareholder" means the person in whose name the units into which proprietary interests in a corporation are divided are registered in the records of the corporation or the beneficiary owner of such units to the extent of the rights granted by a nominee certificate on file with a corporation.   [PL 2005, c. 543, Pt. A, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1092 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 9: CONVERSIONS AND MERGERS|31 §1092. Conversion of partnership to limited partnership (REPEALED)

 §1092. Conversion of partnership to limited partnership (REPEALED)SECTION HISTORY PL 2005, c. 543, §A2 (NEW). PL 2009, c. 56, §24 (RP).
31 ME Rev Stat § 1094 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 9: CONVERSIONS AND MERGERS|31 §1094. Effect of conversion

 §1094. Effect of conversion 1.  Same entity.  A partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 2.  Effective date.  When a conversion takes effect:   A. All property owned by the converting partnership remains vested in the converted entity;   [PL 2005, c. 543, Pt. A, §2 (NEW).]B. All obligations of the converting partnership continue as obligations of the converted entity; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]C. An action or proceeding pending by or against the converting partnership may be continued as if the conversion had not occurred.   [PL 2005, c. 543, Pt. A, §2 (NEW).][PL 2005, c. 543, Pt. A, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1095 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 9: CONVERSIONS AND MERGERS|31 §1095. Merger of partnerships

 §1095. Merger of partnerships 1.  Merger pursuant to plan.  Pursuant to a plan of merger approved as provided in subsection 3, a partnership may be merged with one or more partnerships or limited partnerships.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 2.  Plan of merger.  The plan of merger must set forth:   A. The name, the jurisdiction of organization and the date of organization of each partnership or limited partnership that is a party to the merger;   [PL 2005, c. 543, Pt. A, §2 (NEW).]B. The name of the surviving entity into which the other partnerships or limited partnerships will merge;   [PL 2005, c. 543, Pt. A, §2 (NEW).]C. Whether the surviving entity is a partnership or a limited partnership and the status of each partner;   [PL 2005, c. 543, Pt. A, §2 (NEW).]D. The terms and conditions of the merger;   [PL 2005, c. 543, Pt. A, §2 (NEW).]E. The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or part; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]F. The street address of the surviving entity's chief executive office.   [PL 2005, c. 543, Pt. A, §2 (NEW).][PL 2005, c. 543, Pt. A, §2 (NEW).] 3.  Approval of plan.  The plan of merger must be approved:   A. In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]B. In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the State or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.   [PL 2005, c. 543, Pt. A, §2 (NEW).][PL 2005, c. 543, Pt. A, §2 (NEW).] 4.  Amendment or abandonment.  After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 5.  Effective date of merger.  The merger takes effect on the later of:   A. The approval of the plan of merger by all parties to the merger, as provided in subsection 3;   [PL 2005, c. 543, Pt. A, §2 (NEW).]B. The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or   [PL 2005, c. 543, Pt. A, §2 (NEW).]C. Any effective date specified in the plan of merger.   [PL 2005, c. 543, Pt. A, §2 (NEW).][PL 2005, c. 543, Pt. A, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1098 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 9: CONVERSIONS AND MERGERS|31 §1098. Nonexclusive

 §1098. Nonexclusive This subchapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.   [PL 2005, c. 543, Pt. A, §2 (NEW).]SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1101 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 10: MISCELLANEOUS PROVISIONS|31 §1101. Uniformity of application and construction

 §1101. Uniformity of application and construction This chapter must be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.   [PL 2005, c. 543, Pt. A, §2 (NEW).]SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1102 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 10: MISCELLANEOUS PROVISIONS|31 §1102. Short title

 §1102. Short title This chapter may be known and cited as "the Uniform Partnership Act."   [PL 2005, c. 543, Pt. A, §2 (NEW).]SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1103 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 10: MISCELLANEOUS PROVISIONS|31 §1103. Effective date

 §1103. Effective date This chapter takes effect July 1, 2007.   [PL 2005, c. 543, Pt. A, §2 (NEW).]SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1104 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 10: MISCELLANEOUS PROVISIONS|31 §1104. Applicability

 §1104. Applicability 1.  Application before July 1, 2007.  Before July 1, 2007, this chapter governs only a partnership formed:   A. After July 1, 2007, except a partnership that is continuing the business of a dissolved partnership under former Title 31, section 318; and   [PL 2005, c. 543, Pt. A, §2 (NEW).]B. Before July 1, 2007 that elects, as provided by subsection 3, to be governed by this chapter.   [PL 2005, c. 543, Pt. A, §2 (NEW).][PL 2005, c. 543, Pt. A, §2 (NEW).] 2.  Application on and after July 1, 2007.  On and after July 1, 2007, this chapter governs all partnerships.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 3.  Election before July 1, 2007.  Before July 1, 2007, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to 3rd parties apply to limit those partners' liability to a 3rd party who had done business with the partnership within one year before the partnership's election to be governed by this chapter only if the 3rd party knows or has received a notification of the partnership's election to be governed by this chapter. A partnership may elect to be governed by this chapter by filing a statement of election stating the name of the partnership and that the partnership has made the election pursuant to this section.   [PL 2005, c. 543, Pt. A, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1105 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 17: UNIFORM PARTNERSHIP ACT|Subchapter 10: MISCELLANEOUS PROVISIONS|31 §1105. Rules of construction

 §1105. Rules of construction 1.  Savings clause.  This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 2.  Freedom to contract.  It is the policy of the chapter to give maximum effect to the freedom of contract and to the enforceability of partnership agreements.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 3.  Law and equity.  Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 4.  Statutes in derogation of common law.  Rules that statutes in derogation of the common law are to be strictly construed do not apply to this chapter.   [PL 2005, c. 543, Pt. A, §2 (NEW).] 5.  Obligations of contract.  Neither this chapter nor any amendment of this chapter may be construed to impair the obligations of any contract existing when this chapter or amendment goes into effect.   [PL 2005, c. 543, Pt. A, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §A2 (NEW).
31 ME Rev Stat § 1301 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 1: GENERAL PROVISIONS|31 §1301. Short title

 §1301. Short title This chapter may be known and cited as "the Uniform Limited Partnership Act of 2007."   [PL 2005, c. 543, Pt. C, §2 (NEW).]SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1304 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 1: GENERAL PROVISIONS|31 §1304. Nature, purpose and duration of entity

 §1304. Nature, purpose and duration of entity 1.  Nature.  A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Purpose.  A limited partnership may be organized under this chapter for any lawful purpose.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 3.  Duration.  A limited partnership has a perpetual duration.   [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1305 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 1: GENERAL PROVISIONS|31 §1305. Powers

 §1305. Powers A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.   [PL 2005, c. 543, Pt. C, §2 (NEW).]SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1306 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 1: GENERAL PROVISIONS|31 §1306. Governing law

 §1306. Governing law The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.   [PL 2005, c. 543, Pt. C, §2 (NEW).]SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1307 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 1: GENERAL PROVISIONS|31 §1307. Supplemental principles of law; rate of interest

 §1307. Supplemental principles of law; rate of interest 1.  Principles of law and equity supplement.  Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Default interest rate.  If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Title 14, section 1602-B.   [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 ME Rev Stat § 1310 (2021)
2021 Maine Revised Statutes|TITLE 31: PARTNERSHIPS AND ASSOCIATIONS|Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT|Subchapter 1: GENERAL PROVISIONS|31 §1310. Effect of partnership agreement; nonwaivable provisions

 §1310. Effect of partnership agreement; nonwaivable provisions 1.  Agreement governs; default.  Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.   [PL 2005, c. 543, Pt. C, §2 (NEW).] 2.  Nonwaivable provisions.  A partnership agreement may not:   A. Vary a limited partnership's power under section 1305 to sue, be sued and defend in its own name;   [PL 2005, c. 543, Pt. C, §2 (NEW).]B. Vary the law applicable to a limited partnership under section 1306;   [PL 2005, c. 543, Pt. C, §2 (NEW).]C. Vary the requirements of section 1324;   [PL 2005, c. 543, Pt. C, §2 (NEW).]D. Vary the information required under section 1311 or unreasonably restrict the right to information under section 1344 or 1357, 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;   [PL 2005, c. 543, Pt. C, §2 (NEW).]E. Vary the power of a person to dissociate as a general partner under section 1374, subsection 1 except to require that the notice under section 1373, subsection 1 be in a record;   [PL 2005, c. 543, Pt. C, §2 (NEW).]F. Vary the power of a court to decree dissolution in the circumstances specified in section 1392;   [PL 2005, c. 543, Pt. C, §2 (NEW).]G. Vary the requirement to wind up the partnership's business as specified in section 1393;   [PL 2005, c. 543, Pt. C, §2 (NEW).]H. Unreasonably restrict the right to maintain an action under subchapter 10;   [PL 2005, c. 543, Pt. C, §2 (NEW).]I. Restrict the right of a partner under section 1440, subsection 1 to approve a conversion or merger or the right of a general partner under section 1440, subsection 2 to consent to an amendment to the certificate of limited partnership that deletes a statement that the limited partnership is a limited liability limited partnership; or   [PL 2005, c. 543, Pt. C, §2 (NEW).]J. Restrict rights under this chapter of a person other than a partner or a transferee.   [PL 2005, c. 543, Pt. C, §2 (NEW).][PL 2005, c. 543, Pt. C, §2 (NEW).] 3.  Implied covenant of good faith and fair dealing.  Notwithstanding any other provision of this chapter, there exists, for purposes of this chapter, an implied contractual covenant of good faith and fair dealing in every partnership agreement which may not be eliminated by the terms of the partnership agreement.   [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).