HARRY HUGHES, Governor

3039

10-502. LIABILITY FOR CONTRIBUTION.

(A)  REQUIRED CONTRIBUTION. (1) EXCEPT AS PROVIDED IN
THE CERTIFICATE, A PARTNER IS OBLIGATED TO THE LIMITED
PARTNERSHIP TO PERFORM ANY PROMISE SET FORTH IN THE
CERTIFICATE TO CONTRIBUTE CASH OR PROPERTY OR TO PERFORM
SERVICES, EVEN IF HE IS UNABLE TO PERFORM BECAUSE OF DEATH,
DISABILITY, OR ANY OTHER REASON;

(2) 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 CERTIFICATE)
OF THE STATED CONTRIBUTION THAT HAS NOT BEEN MADE.

(B)  COMPROMISE OF OBLIGATION. (1) THE OBLIGATION OF
A PARTNER TO MAKE A CONTRIBUTION OR RETURN MONEY OR OTHER
PROPERTY PAID OR DISTRIBUTED IN VIOLATION OF THIS TITLE MAY
BE COMPROMISED ONLY UPON COMPLIANCE WITH THE PARTNERSHIP
AGREEMENT OR, IF THE PARTNERSHIP AGREEMENT DOES NOT SO
PROVIDE, WITH THE CONSENT OF ALL PARTNERS;

(2) ANY COMPROMISE DOES NOT AFFECT THE RIGHTS TO
ENFORCE THE ORIGINAL OBLIGATION OF ANY CREDITOR OF A LIMITED
PARTNERSHIP WHO EXTENDS CREDIT, OR WHOSE CLAIM ARISES, AFTER
THE FILING OF THE CERTIFICATE WHICH REFLECTS THE OBLIGATION,
BUT BEFORE THE FILING OF THE CERTIFICATE OF AMENDMENT OR
CERTIFICATE OF CANCELLATION WHICH REFLECTS THE COMPROMISE.

COMMENT

Although the section from which subsection (a) above is
derived, § 10-116(a) of the previous Limited Partnership Act
(§ 17(1) of the prior uniform law), required a partner to
fulfill his promise to make contributions, the addition of
contributions in the form of a promise to render services
means that a partner who is unable to perform those services
because of death or disability as well as because of an
intentional default is required to pay the cash value of the
services unless the certificate provides otherwise.
Subsection (b) is derived from § 10-116(c) and (d) of the
previous Limited Partnership Act (§ 17(3) of the prior
uniform law). The term "creditor" is intended to include
any creditor, whether the creditor's claim is liquidated or
not. The concept of previous § 10-116(b) that a limited
partner holds property stated in the certificate as
contributed by him only as a "trustee" for the partnership
is eliminated. See also the Comment to § 10-608 of this
title.

10-503. SHARING OF PROFITS AND LOSSES.

THE PROFITS AND LOSSES OF A LIMITED PARTNERSHIP SHALL
BE ALLOCATED AMONG THE PARTNERS, AND AMONG CLASSES OF
PARTNERS, IN THE MANNER PROVIDED IN THE PARTNERSHIP
AGREEMENT. IF THE PARTNERSHIP AGREEMENT DOES NOT SO