Monday, November 26, 2018
Life is filled with difficult choices. Chocolate or Vanilla? Brady or Rogers? Is that dress white/gold or blue/black? And for law professors who teach Business Organizations, perhaps the most difficult choice of all: UPA or RUPA?
In all seriousness, and in the same vein as Joan’s earlier post on teaching fiduciary duty, the UPA/RUPA question when teaching partnership law is something that challenges me every year. In the past, I focused on UPA and UPA cases, and then I briefly discussed RUPA as a point of contrast after finishing those materials. My rationale, as I have explained elsewhere, was as follows:
Despite the prevalence of RUPA in this country, the materials in this Chapter will discuss both UPA and RUPA. There are several reasons for this dual treatment. First, UPA is still the law in some commercially important states, including New York. Second, UPA and RUPA share many common principles. Because there is far more UPA case law than RUPA case law, however, many of the primary materials that are useful for teaching the basic principles of partnership law are based on UPA. Third, it is easier to understand many of the significant changes in RUPA, particularly the dissociation and dissolution provisions, if one has a working knowledge of how those issues are dealt with under UPA.
While I am still comfortable with this rationale, the problem is that I never had time to do anything more with RUPA other than to set it up as a point of contrast—and for a single class at the most. I always had the nagging feeling that my emphasis was backwards—my students should leave with a solid knowledge of RUPA and a passing familiarity with UPA, rather than the other way around.
Over the past ten years or so, I have changed things. Casebooks have gotten better about including RUPA-based cases (and there are now more of them), but most cases (and certainly the most “famous” cases) are still UPA-based. Nevertheless, I tell my students that we are going to read and discuss all of the cases as if RUPA governed them. I still discuss UPA, but I find that a brief discussion of the aggregate theory, the concept that partners joining and leaving the partnership leads to dissolution under that theory, and a few examples of aggregate-related problems (partnerships owning property, partnerships buying insurance) suffices to help the students understand why RUPA and its entity approach came about. I feel much more confident that my students have a better grasp of RUPA (which is more important for them in Texas) and a passing familiarity with UPA, which I think is where they ought to be. And when we get to LLCs, their familiarity with RUPA concepts is very helpful given that the modern uniform LLC statutes follow, in large part, the organization and logic of RUPA.
I’m curious if others agree or disagree. Assuming that you still teach general partnership law (and haven’t jettisoned it completely in favor of LLC materials, which is a subject for its own post), do you still teach UPA and, if so, why?