§1045.__Actions by partnership and partners

1.__Partnership action against partner.__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.__Partner action against partnership.__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 this chapter, including:

(1)__The partner's rights under sections 1041, 1043 and 1044;

(2)__The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 1071 or enforce any other right under subchapter 6 or 7; or

(3)__The partner's right to compel a dissolution and winding up of the partnership business or enforce any other right under subchapter 8; or

C.__Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

3.__Time limitation.__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.

Comment

(This is Section 405 of the Uniform Partnership Act (1997).)

1. Section 405(a) is new and reflects the entity theory of partnership. It provides that the partnership itself may