first, look to the statute (RUPA, UPA, RULPA, ETC.)

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then, to case law construing the statute (gap filling or interpretation)

  1. Charter Document (the publicly filed document that constitutes a business entity)

Ex: Articles of organizations, certificate of limited partnership)

  1. Statutorily Mandated Rules of Operation (partnership agreements for partnerships of various kinds; bylaws or codes of regulation for corporations; operating agreements for LLC)

4.             Other Applicable Law

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first, consider the applicability of specialty statutes (labor law and security law)

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second, look to the case law construing any applicable specialty statute

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then, lastly look to general common law (agency law, tort law, contract law)