(a) General rule.— The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations or other liabilities of the partnership are governed by:
- (1) in the case of a limited liability partnership, the laws of this Commonwealth; and
(2) in the case of a partnership that is not a limited liability partnership, the laws of:
- (i) the jurisdiction chosen by a provision of the partnership agreement in record form; or
- (ii) the jurisdiction in which the partnership has its principal office if there is no choice of law under subparagraph (i).
(b) Enforceability of chosen law.— A choice of law under subsection (a)(2)(i) is enforceable even though:
- (1) The chosen jurisdiction has no substantial relationship to the partners or the partnership and there is no other reasonable basis for the parties' choice.
- (2) Application of the chosen law would be contrary to a fundamental policy of a jurisdiction that has a materially greater interest in the determination of the particular issue than does the jurisdiction whose law has been chosen.
- (c) Cross reference.— See section 8415(c)(6) (relating to contents of partnership agreement).
Cross References. Section 8414 is referred to in section 8415 of this title.