§ 45-16-05 — (405) Actions by partnership and partners

1. A partnership may maintain an action against a partner for a breach of the partnership
agreement, or for the violation of a duty to the partnership, causing harm to the
partnership.
2. A partner may maintain an action against the partnership or another partner for legal or
equitable relief, with or without an accounting as to partnership business, to:
a. Enforce the partner's rights under the partnership agreement;
b. Enforce the partner's rights under chapters 45-13 through 45-21, including:
(1) The partner's rights under section 45-16-01, 45-16-03, or 45-16-04;
(2) The partner's right on dissociation to have the partner's interest in the
partnership purchased pursuant to section 45-19-01 or enforce any other
right under chapter 45-18 or 45-19; or
(3) The partner's right to compel a dissolution and winding up of the partnership
business under section 45-20-01 or enforce any other right under chapter
45-20; or
c. Enforce the rights and otherwise protect the interests of the partner, including
rights and interests arising independently of the partnership relationship.
3. The accrual of, and any time limitation on, a right of action for a remedy under this
section is governed by other law. A right to an accounting upon a dissolution and
winding up does not revive a claim barred by law.