It is not unusual to find that the written contract(s) between business partners do not speak to the precise issue that has arisen. Such gaps in contract language may be filled in by law.
California’s Revised Uniform Partnership Act (“RUPA”), for example, provides that “To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.”
RUPA then describes relations of partners to each other, relations to third persons, creditors rights, dissociation, and winding up and dissolving. If the parties have not agreed otherwise, the provisions of RUPA will provide the contract of the parties in those areas.
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