§ 115-A — Limited partners' derivative action brought in the right of a limited partnership to procure a judgment in its favor

§ 115-a. Limited partners' derivative action brought in the right of a\nlimited partnership to procure a judgment in its favor. 1. An action\nmay be brought in the right of a limited partnership to procure a\njudgment in its favor, by a limited partner, additional limited partner,\nor substituted limited partner.\n 2. In any such action, it shall be made to appear that at least one\nplaintiff is such a limited partner, additional limited partner or\nsubstituted limited partner at the time of bringing the action, and that\nhe was such at the time of the transaction of which he complains, or\nthat his status as substituted limited partner devolved upon him by\noperation of law or pursuant to the terms of the certificate of limited\npartnership or written partnership agreement in effect at the time of\nthe transaction of which he complains.\n 3. In any such action, the complaint shall set forth with\nparticularity the efforts of the plaintiff to secure the initiation of\nsuch action by the general partner or partners, or the reasons for not\nmaking such effort.\n 4. Such action shall not be discontinued, compromised or settled,\nwithout the approval of the court having jurisdiction of the action. If\nthe court shall determine that the interests of the limited partners,\nadditional limited partners or substituted limited partners, will be\nsubstantially affected by such discontinuance, compromise or settlement,\nthe court, in its discretion, may direct that notice, by publication or\notherwise, shall be given to the limited, additional or substituted\nlimited partners whose interests it determines will be so affected; if\nnotice is so directed to be given, the court may determine which one or\nmore of the parties to the action shall bear the expense of giving the\nsame, in such amount as the court shall determine and find to be\nreasonable in the circumstances, and the amount of such expense shall be\nawarded as special costs of the action and recoverable in the same\nmanner as statutory taxable costs.\n 5. If the action on behalf of the limited partnership was successful,\nin whole or in part, or if anything was received by the plaintiff or\nplaintiffs or a claimant or claimants as a result of a judgment,\ncompromise or settlement of an action or claim, the court may award the\nplaintiff or plaintiffs, claimant or claimants, reasonable expenses,\nincluding reasonable attorneys' fees, and shall direct him or them to\naccount to the partnership for the remainder of the proceeds so received\nby him or them. This paragraph shall not apply to any judgment rendered\nfor the benefit of injured limited, additional or substituted limited\npartners only and limited to a recovery of the loss or damage sustained\nby them.\n