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This Professor Asks Why Does CARULLCA Cabin The Duty Of Loyalty?

Professor Douglas K. Moll points out a small, but significant, difference between the duty of loyalty owed by a partner under California's Uniform Partnership Act of 1994 and the duty of loyalty owed by a member or manager under California's Revised Uniform Limited Liability Company Act.  The difference results from the replacement of the word "includes" in the UPA with "limited to" in the CARULLCA.  The former "uncabins" (i.e, does not limit) while the latter is, like Macbeth, "cabin'd, cribb'd, confined, bound in".  Professor Moll asks:

What am I missing?  Why does California reject the “cabining in” of the duty of loyalty for the general partnership, but it adds that language back for the LLC?  Is this a legislative goof, a purposeful change, or something else?  Thoughts from those steeped in California law?

You can read Professor Moll's entire post here. 

Why weird?

Macbeth has long been my favorite of Shakespeare's plays (King Lear is a close second), but I have always wondered why the three witches that Macbeth meets upon the heath are described as "weird"?  This is how they are described by Macbeth, Lady Macbeth, Banquo and the three witches themselves.  Then I learned that the answer is found in etymology.  "Weird" descends from the Old English "wyrd" meaning fate.  In Norse mythology, the "weird sisters" were the three godesses known as "Norns" who controlled the fates of humans.  

 

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashx Keith Paul Bishop
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