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Donald Weidner and the Modern Law of Partnerships

Robert W. Hillman^*

It is my great pleasure to offer some thoughts on the contributions of Don Weidner to partnership law. I can summarize my conclusion on his contributions in one sentence: No person has contributed more than Don Weidner to the shape and content of modern partnership law. In fact, there is not even a close second.
But before discussing his legacy, I must offer a disclaimer: Don Weidner is a friend. Actually, he is a close, dear friend. And we have been friends for a very long time. Perhaps this colors my judgment, but I think not. One of Don’s wonderful personal qualities is that he does not call attention to himself or his accomplishments. This is endearing but quite unique in an age in which self-promotion is the norm in academic and professional communities. Although Don refuses to highlight his own impressive accomplishments, there is nothing to stop this friend from doing so and discussing the impact Don has had on modern partnership law.
There is another of Don’s personal qualities that is important to recognize when putting his work into perspective: Don loves the law. And in particular, Don loves statutory law. To him, codified law is not a tool for use in achieving a political or social objective, or a mere means to any other end. Don believes a body of law must not only express the desired policy objectives, but also must be concise, coherent and, whenever possible, elegant. In other words, Don sees beauty in law.
So it is unsurprising that Don is a scholar in the classic sense. He believes the academic is charged with responsibility of making his or her area of law substantively better. In his advice to young academics, captured in an article he wrote shortly after he became a dean, Don made this point quite nicely:
Being a scholar is part of the job. You will not be a complete person as an academic unless you produce, on a regular basis, scholarship that is read and relied on by people who work in your area. Most basically, each academic lawyer should become a guardian of some area of the law. This means that you should be involved in the accurate statement and analysis of the development of the law, whether the development process be one that takes place primarily through judges, legislators, or administrators, or in the private sector. Involvement as a productive scholar will enable you to better serve your students, your colleagues, and the public.¹

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On more than one occasion, I have heard Don describe the role of a scholar as that of a trustee. The scholar is entrusted with an area of law and expected to devote his or her energies to making it as close to perfect as is possible. This is nothing short, in Don’s view, of a fiduciary duty borne by the scholar to improve a body of law. To make it coherent. To make it better. To make it beautiful.
And now, it is time to be more specific on how Don has shaped modern partnership law.
To begin, Don authored the first major statutory revision of partnership law in seventy years. I speak of the Revised Uniform Partnership Act (RUPA). The earlier Uniform Partnership Act (UPA), promulgated in 1914, was crafted by two scholars who also served as deans. James Barr Ames, dean of the Harvard Law School, produced early drafts of the uniform act advancing an “entity view” of the partnership. Upon his death, William Draper Lewis, the first dean of the University of Pennsylvania Law School, undertook drafting responsibilities and advocated a view of partnership as aggregations of partners (the so-called “aggregate view”) rather than entities distinct from the partners who populate them. It should be no surprise that the view of the last Reporter, Dean Lewis, prevailed and the first uniform act advanced the aggregate rather than entity view of partnerships.²
The UPA was a concise, elegant, and enduring statutory model for partnership law that stood the test of time quite nicely. Indeed, this first codification of partnership law remained unaltered for seven decades. One measure of the UPA’s success can be seen in its adoption by forty-nine states, almost all of which adopted the uniform act without modifications.
But the changing shape of business relationships and the growth in the size of firms ultimately rendered the UPA’s aggregate view of partnerships unsuitable for the circumstances of modern firms. Many partnerships had grown from small firms consisting of two or three partners to mega-firms with hundreds of partners in multiple offices. Partners sought the type of stability for their firms that only a view of partnerships as entities could provide.
The first major break with the UPA came in 1984 with Georgia’s adoption of a highly customized UPA³. Then, in 1986, an American Bar Association subcommittee published a report urging a new partnership uniform act that embraces an entity rather than aggregate view of part-