A partnership is an association of two or more persons to carry on as co-owners a business for profit. Partnerships are governed by state law. However, many state legislatures have looked to the Uniform Partnership Act, originally adopted by the National Conference of Commissioners of Uniform State Laws, for guidance. The act was adopted in forty-six states, the District of Columbia, and the U.S. Virgin Islands. The 1990s witnessed major changes to the act, which was originally adopted in the form of the 1992 Uniform Partnership Act. The 1992 act has undergone several amendments, and it currently exists as the Uniform Partnership Act (1997), which had been adopted in approximately half of the states as of the close of the twentieth century. This article will generally follow the Uniform Partnership Act (1997) with an effort to identify those provisions that are less widely accepted, but the reader must keep in mind...