(1) A person knows or has knowledge of a fact if the person has conscious awareness of the fact.
(2) A person has notice of a fact:
(a) If the person knows of the fact;
(b) If the person has received a notification of the fact;
(c) If the person has reason to know the fact exists from all of the facts known to the person at the time in question; or
(d) By reason of a filing or recording to the extent provided by and subject to limitations set forth in section 7-64-303 (4) and (5), 7-64-704 (3), or 7-64-805 (3).
(3) A person notifies or gives a notification to another by taking steps reasonably appropriate to inform the other person in ordinary course, whether or not the other person thereby obtains knowledge of the fact.
(4) A person receives a notification when the notification:
(a) Comes to the person's attention; or
(b) Is received at the person's place of business or at any other place held out by the person as a place for receiving communications, or is received by a person who is apparently authorized to receive the notification; or
(c) Has been given and the circumstances are such that it is fair and reasonable, as against the person to whom such notice has been given, to treat the notice as having been received.
(5) Except as otherwise provided in subsection (6) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when an individual conducting the transaction on that person's behalf knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to such an individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to an individual conducting the transaction on the person's behalf and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(6) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Source: L. 97: Entire article added, p. 869, � 1, effective January 1, 1998.
7-64-103. Effect of partnership agreement - nonwaivable provisions - statute of frauds. (1) To the extent the partnership agreement does not otherwise provide, this article governs relations among the partners and between the partners and the partnership.
(2) The partnership agreement may not:
(a) Vary the rights and duties under section 7-64-105, except to eliminate the duty to provide copies of statements to all of the partners;
(b) Unreasonably restrict the right of access to books and records under section 7-64-403 (2) or unreasonably limit the obligations of the partners or the partnership under section 7-64-403 (3);
(c) Eliminate any of the duties specified in section 7-64-404 (1)(a), (1)(b), or (1)(c) or in section 7-64-603 (2)(c); except that:
(I) The partnership agreement may identify types or categories of activities that do not violate any of the duties specified in section 7-64-404 (1)(a), (1)(b), or (1)(c), if not manifestly unreasonable; or
(II) All of the partners or a number or percentage stated in the partnership agreement may authorize or ratify, after full disclosure of all material facts, an act or transaction that otherwise would violate any of the duties stated in section 7-64-404 (1)(a), (1)(b), or (1)(c);
(d) Unreasonably reduce the duty of care under section 7-64-404 (3) or 7-64-603 (2)(c);
(e) Eliminate the obligation of good faith and fair dealing under section 7-64-404 (3), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(f) Vary the power to dissociate as a partner under section 7-64-602 (1), except to require the notice under section 7-64-601 (1)(a) to be in writing;
(g) Vary the right of a court to expel a partner in the events specified in section 7-64-601 (1)(e);
(h) Vary the requirement to wind up the partnership business in cases specified in section 7-64-801 (1)(d), (1)(e), or (1)(f);
(i) Restrict rights of third persons under this article; or
(j) Vary the law applicable to limited liability partnerships as set forth in section 7-64-106 (3).
(3) A partnership agreement is not subject to any statute of frauds, including section 38-10-112, C.R.S., regarding void agreements, but not including any requirement under this article that a particular action or provision be reflected in a writing.
Source: L. 97: Entire article added, p. 870, � 1, effective January 1, 1998. L. 2003: (2)(c)(II) amended, p. 2251, � 150, effective July 1, 2004. L. 2004: IP(2)(c) and (2)(c)(II) amended, p. 1449, � 155, effective July 1. L. 2016: (3) added, (HB 16-1333), ch. 241, p. 986, � 2, effective August 10.