(a) Except as otherwise provided in subsection (b) of this section, the partnership agreement shall govern relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter shall govern relations among the partners and between the partners and the partnership.

(b) A partnership agreement shall not:

(1) Vary a limited partnership’s power under § 29-701.05 to sue, be sued, and defend in its own name;

(2) Vary the law applicable to a limited partnership under § 29-701.06;

(3) Vary the requirements of § 29-702.04;

(4) Vary the information required under § 29-701.10 or unreasonably restrict the right to information under § 29-703.04 or § 29-704.07, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;

(5) Eliminate the duty of loyalty under § 29-704.08, but the partnership agreement may:

(A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and

(B) Specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(6) Relieve or exonerate a person from liability for conduct involving bad faith, willful misconduct, or recklessness;

(7) Eliminate the contractual obligation of good faith and fair dealing under §§ 29-703.05(b) and 29-704.08(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

(8) Vary the power of a person to dissociate as a general partner under § 29-706.04(a), except to require that the notice under § 29-706.03(1) be in a record;

(9) Vary the power of a court to decree dissolution in the circumstances specified in § 29-708.02;

(10) Vary the requirement to wind up the partnership’s activities and affairs as specified in § 29-708.03;

(11) Unreasonably restrict the right of a partner to maintain an action under subchapter IX of this chapter;

(12) Restrict the right of a partner:

(A) Under § 29-710.06(a) to approve a merger; or

(B) Under Chapter 2 of this title to approve a merger, interest exchange, conversion, or domestication;

(13) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of the law;

(14) Restrict rights under this chapter of a person other than a partner or a transferee;

(15) Vary the right of a general partner under § 29-704.06(b)(2) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership;

(16) Vary the provisions of § 29-709.06, except that the partnership agreement may provide that the partnership may not have a special litigation committee;

(17) Vary any requirement, procedure, or other provision of this title pertaining to:

(B) The Mayor, including provisions pertaining to records authorized or required to be delivered to the Mayor for filing under this title.

(A) Registered agents; or

(c) Subject to subsection (b) of this section, but without limiting other terms that may be included in a partnership agreement, the following rules apply:

(1) The partnership agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts.

(2) If not manifestly unreasonable, the partnership agreement may:

(A) Restrict or eliminate aspects of the duty of loyalty stated in § 29- 704.08(b);

(B) Identify specific types or categories of activities and affairs that do not violate the duty of loyalty;

(C) Alter the duty of care, but may not authorize willful or intentional misconduct or knowing violation of law; and

(D) Alter or eliminate any other fiduciary duty.

(d) The court shall decide as a matter of law any claim made under subsection (b)(7) or (c)(2) of this section that a term of a partnership agreement is manifestly unreasonable. The court:

(1) Shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and

(2) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that:

(A) The objective of the term is unreasonable; or

(B) The term is an unreasonable means to achieve the provision’s objective.

(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(2)(E), 59 DCR 13171.)

This section is referenced in § 29-701.02, § 29-701.09, § 29-702.01, and § 29-704.09.

The 2013 amendment by D.C. Law 19-210 rewrote (b); and added (c) and (d).

Uniform Law: This section is based on § 110 of the Uniform Limited Partnership Act (2001 Act).

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.