§ 47B-4-5 — Actions by partnership and partners

(a) 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.

(b) 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:

(1) Enforce the partner's rights under the partnership agreement;

(2) Enforce the partner's rights under this chapter, including:

(i) The partner's rights under sections one, three or four, article four of this chapter;

(ii) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section one, article seven of this chapter or enforce any other right under article six or seven;

(iii) The partner's right to compel a dissolution and winding up of the partnership business under section one, article eight of this chapter or enforce any other right under article eight; or

(3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

(c) 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.

Legislative History

1995 Reg. Sess., HB2226