§425-106  Governing law.  (a)  Except asotherwise provided in subsection (b), the law of the jurisdiction in which apartnership has its chief executive office governs relations among the partnersand between the partners and the partnership.

(b)  The law of this State governs relationsamong the partners, and between the partners and the partnership, and theliability of partners for an obligation of a limited liability partnership. [L1999, c 284, pt of §1; am L 2000, c 218, §5; am L 2004, c 121, §29]

 

Case Notes

 

  Partnership did not exist as a matter of law where plaintiffand defendant did not have an agreement to share profits; a $1.5 millionrelease fee was interest on a loan and the loan commitment and accompanyingletter did not evince an intent by the parties to share profits inasmuch asthey lacked any language commonly utilized in partnership agreements, such as"partnership", "partner", "profits", and did notintimate any community of interest, or co-ownership, or sharing of profits,tending to show the relationship of partners.  111 H. 286, 141 P.3d 459.