79-14-502 - Liability for contributions.
§ 79-14-502. Liability for contributions.
(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.
(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform an enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to Section 79-14-105, of the stated contribution that has not been made.
(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by specific consent of all the partners. But, a creditor of a limited partnership who extends credit, or otherwise acts in reliance on that obligation after the partner signs a writing that reflects the obligation and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation to the same extent as the partnership could pursuant to this section.
(d) A partnership agreement may provide that the interest of any partner who fails to make any contribution that he is obligated to make, shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing the defaulting partner's proportionate interest in the limited partnership, subordinating his partnership interest to that of nondefaulting partners, forcing a sale of his partnership interest, forfeiting his partnership interest, the lending by other partners of the amount necessary to meet his commitment, fixing the value of his partnership interest by appraisal or by formula and redeeming or selling of his partnership interest at such value, or other penalty or consequence.
Sources: Laws, 1987, ch. 488, § 502, eff from and after January 1, 1988.