Rights of P’s inter se
1.  duties owed by P to other Ps
a.  loyalty
i.  accounting
ii. no self-dealing (dealing outside Pship interests)
iii. no competing w/ Pship
b.  care – req’s gross negligence
i.  ordinarily prudent person would exercise unde similar cirx (like bsns jj rule) [error in judgment not a breach]
ii. GF
iii. best interests of the Pship
iv. not as high as Trustee
2.  equal profit sharing (default rule — can be altered)
1.  divide profits (losses) equally (losses = 5k – 10k put in = -5k)
2.  add contributions
–   note – P’s are not entitled to compensation for their services, uoa
     but if a P pays/advances/incurs liability on behalf of Pship, he gets repaid + interest
3.  Partner voting
a.  matter in ordinary course = majority in interest
b.  outside ordinary course = unanimous [new partners & amending Pship agreement req’s a unanimous vote of Ps]
4.  majority in interest?
a.  uoa, Ps profit share = and have an = vote
b.  if not = profit share => > 50% interest [uoa]
5.  partnership agreements can arise written, oral, even course of dealing