Section 121-502. Liability for contributions  


Latest version.
  • (a) Except as provided in the
      partnership agreement, a partner is obligated to perform any promise, to
      contribute cash or property or to perform services  which  is  otherwise
      enforceable  in  accordance with applicable law, even if he is unable to
      perform because of death, disability or any other  reason.    Except  as
      provided  in  the  partnership agreement, if a partner does not make any
      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 if so stated,
      of the contribution that has not been made. The foregoing  option  shall
      be  in  addition to, and not in lieu of, any other rights, including the
      right to specific performance, that the  limited  partnership  may  have
      against such partner under the partnership agreement or applicable law.
        (b)  Unless otherwise provided in the partnership agreement and except
      as provided in section 121-705 of this  article,  the  obligation  of  a
      partner to make a contribution or to return money or other property paid
      or  distributed  in violation of this article may be compromised only by
      consent of all the partners. Notwithstanding the compromise, a  creditor
      of  a  limited  partnership  who  extends  credit  in  reliance  on that
      obligation  may  enforce  the  original  obligation  to  the  extent  he
      reasonably relied on such obligation.
        (c)  A  partnership  agreement  may  provide  that the interest of any
      partner who fails to make any required contribution shall be subject  to
      specified  consequences of such failure.  Such consequences may take the
      form of reducing or eliminating the defaulting partner's interest in the
      limited partnership, subordinating his partnership interest to  that  of
      nondefaulting  partners,  a forced sale of his partnership interest, the
      lending  by  other  partners  of  the  amount  necessary  to  meet   his
      commitment,  a  fixing  of  the  value  of  his  partnership interest by
      appraisal or by formula  and  redemption  or  sale  of  his  partnership
      interest at such value, or other consequences.