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



(b)  The law of this State governs relations
among the partners, and between the partners and the partnership, and the
liability of partners for an obligation of a limited liability partnership. [L
1999, 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 plaintiff
and defendant did not have an agreement to share profits; a $1.5 million
release fee was interest on a loan and the loan commitment and accompanying
letter did not evince an intent by the parties to share profits inasmuch as
they lacked any language commonly utilized in partnership agreements, such as
"partnership", "partner", "profits", and did not
intimate 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.