Freedom of Contract, Fiduciary Duties, and Partnerships: The Bargain Principle and the Law of Agency
![handle is hein.journals/waslee54 and id is 451 raw text is: Freedom of Contract, Fiduciary Duties, and
Partnerships: The Bargain Principle and
the Law of Agency
J. Dennis Hynes*
L Introduction
The topic of freedom of contract and waivers of or substantial inroads
into fiduciary duties in the context of unincorporated business associations
has enjoyed widespread attention lately. In part, this is the result of a bold
* Professor of Law, University of Colorado School of Law. My thanks to Clifford
Calhoun, Bill Callison, Wayne Gazur, Mark Loewenstein, and Dale Oesterle for their com-
ments on an earlier draft of this Article, and to Adrian Villasefior, my research assistant.
This Article is based on an address presented at the Washington and Lee School of Law on
November 15, 1996, in connection with The Future of the Unincorporated Firm Symposium.
1. See, e.g., Claire Moore Dickerson, Cycles and Pendulums: Good Faith, Norms,
and the Commons, 54 WASH. & LEE L. REv. 399 (1997); Claire Moore Dickerson, Equilib-
rium Destabilized: Fiduciary Duties Under the Unfiorm Limited Liability Company Act, 25
STETSON L. REv. 417 (1995); Claire Moore Dickerson, From Behind the Looking Glass:
Good Faith, Fiduciary Dty & Permitted Harm, 22 FLA. ST. U. L. REv. 955 (1995); Claire
Moore Dickerson, Is It Appropriate to Appropriate Corporate Concepts: Fiduciary Duties
and the Revised Uniform Partnership Act, 64 U. COLO. L. REv. 111 (1993); J. Dennis
Hynes, Fiduciary Duties and RUPA: An Inquiry into Freedom of Contract, 58 LAW &
CONTEMP. PROBS. 29 (Spring 1995) [hereinafter Hynes, Freedom of Contract]; J. Dennis
Hynes, The Revised Uniform Partnership Act: Some Comments on the Latest Draft of RUPA,
19 FLA. ST. U. L. REV. 727 (1992); Lawrence E. Mitchell, The Naked Emperor: A Corpo-
rate Lawyer Looks at RUPA's Fiduciary Provisions, 54 WASH. & LEE L. REv. 465 (1997);
Larry E. Ribstein, Fiduciary Duty Contracts in Unincorporated Firms, 54 WASH. & LEE L.
REV. 537 (1997) [hereinafter Ribstein, Fiduciary Duty]; Larry E. Ribstein, The Revised
Uniform Parnership Act: Not Ready for Prime YTIme, 49 BUS. LAW. 45 (1993) [hereinafter
Ribstein, Not Ready]; Allan W. Vestal, Advancing the Search for Compromise: A Response
to Professor Hynes, 58 LAW & CONTEMP. PROBS. 55 (Spring 1995) [hereinafter Vestal,
Advancing the Search]; Allan W. Vestal, Assume a Rather Large Boat ... : The Mess
We Have Made of Partnership Law, 54 WASH. & LEE L. REv. 487 (1997); Allan W. Vestal,
Ooice of Law and the Fiduciary Duties of Partners Under the Revised Uniform Partnership
Act, 79 IowA L. REv. 219 (1994); Allan W. Vestal, Fundamental Contractarian Error in
the Revised Uniform Partnership Act of 1992, 73 B.U. L. REV. 523 (1993) [hereinafter
Vestal, Contractarian Error]; Allan W. Vestal, The Disclosure Obligations of Partners Inter
439](ViewImageLocal?handle=hein.journals/waslee54&div=18&collection=&method=preview&ext=.png&size=3)
What Is HeinOnline?
Contact us for annual subscription options:
Already a HeinOnline Subscriber?
profiles profiles most
Freedom of Contract, Fiduciary Duties, and Partnerships: The Bargain Principle and the Law of Agency
Contact us for annual subscription options:
Already a HeinOnline Subscriber?
profiles profiles most