Question

1. Explain the differences between UPA and RUPA in regards to:

a) Disassociation

b) Apparent Authority

c) Marshalling

d) Distribution of Assets

Answer 1

Basis of Difference	UPA ( Uniform Partnership Act)	RUPA (Revised Uniform Partnership Act)
Disassociation	If partners withdraw from the partnership, the entity ceases to exist.	Partnerships are treated a separate entity, if partners withdraw the entity does not cease to exist.
Apparent Authority	Partnerships, under UPA, is an association of partners or co-owners.	Under RUPA, partnership is a separate entity from its partmers.
Marshalling	Under UPA, partnership is an association of two or more partners carrying on business as co-owners for sharing profits and losses in pre-decided share.	Under the Revised Uniform Partnership Act, it is also an association of two or more co-owners, ut the difference is that it exists as a separate legal entity, i.e., separate from its partners.
Distribution of Assets	In case of winding up or liquidation of partnership, the creditors are paid from the assets of partnership and contributions made by partners. Partners are also personally liable to pay for the partnerships' creditors.	Under RUPA, liabilities are paid from partnership assets and partners contributed capital. However, personal assets of partners cannot be used to pay liabilities of creditors of partnership.