(a) No promise by a limited partner to contribute to the limited partnership is 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 any 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 34-13c, 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 the consent of all partners. Notwithstanding the compromise, a creditor of a limited partnership, who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation, and before a cancellation or amendment thereof to reflect the compromise, may enforce the original obligation.
(1961, P.A. 79, S. 17; P.A. 79-440, S. 27; P.A. 86-379, S. 16.)
History: P.A. 79-440 replaced previous provisions re partner's liability; P.A. 86-379 added a new Subsec. (a) re enforceable promise to contribute by limited partner, amended Subsec. (b) by changing “certificate of limited partnership” to “partnership agreement” and adding “records required to be kept pursuant to section 34-13c” after “partnership”, and amended Subsec. (c) by changing provision re enforceable obligation to creditor who extends credit or “otherwise acts in reliance on that obligation” after the “partner signs a writing” which reflects the obligation.
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October 1, 1986.
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