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| The Official Comment to UCC Section 1201(26), on which this | | subsection is based, explains that "notifies" is the word used when | | the essential fact is the proper dispatch of the notice, not its | | receipt. When the essential fact is the other party's receipt of | | the notice, that is stated. |
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| | | A notification is not required to be in writing. That is a | | change from UPA Section 3(2)(b). As under the UCC, the time and | | circumstances under which a notification may cease to be | | effective are not determined by RUPA. |
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| | | Subsection (e) determines when an agent's knowledge or notice | | is imputed to an organization, such as a corporation. In | | general, only the knowledge or notice of the agent conducting the | | particular transaction is imputed to the organization. | | Organizations are expected to maintain reasonable internal | | routines to insure that important information reaches the | | individual agent handling a transaction. If, in the exercise of | | reasonable diligence on the part of the organization, the agent | | should have known or had notice of a fact, or received a | | notification of it, the organization is bound. The Official | | Comment to UCC Section 1201(27) explains: |
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| | | This makes clear that reason to know, knowledge, or a | | notification, although "received" for instance by a clerk in | | Department A of an organization, is effective for a | | transaction conducted in Department B only from the time | | when it was or should have been communicated to the | | individual conducting that transaction. |
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| | | Subsection (e) uses the phrase "person other than an | | individual" in lieu of the UCC term "organization." |
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| | | Subsection (f) continues the rule in UPA Section 12 that a | | partner's knowledge or notice of a fact relating to the | | partnership is imputed to the partnership, except in the case of | | fraud on the partnership. Limited partners, however, are not | | "partners" within the meaning of RUPA. See Comment 4 to Section | | 202. It is anticipated that RULPA will address the issue of | | whether notice to a limited partner is imputed to a limited | | partnership. |
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| | | §1003.__Effect of partnership agreement; nonwaivable provisions |
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| | | 1.__Partnership agreement governs; default.__Except as | | otherwise provided in subsection 2, relations among the partners | | and between the partners and the partnership are governed by the | | partnership agreement.__To the extent the partnership agreement |
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