3042

LAWS OF MARYLAND

Ch. 801

10-604. DISTRIBUTION UPON WITHDRAWAL.

EXCEPT AS OTHERWISE PROVIDED IN THIS SUBTITLE, ON
WITHDRAWAL ANY WITHDRAWING PARTNER IS ENTITLED TO RECEIVE
ANY DISTRIBUTION TO WHICH HE IS ENTITLED UNDER THE
PARTNERSHIP AGREEMENT AND, IF NOT OTHERWISE PROVIDED IN THE
PARTNERSHIP AGREEMENT, HE IS ENTITLED TO RECEIVE, WITHIN A
REASONABLE TIME AFTER WITHDRAWAL, THE FAIR VALUE OF HIS
PARTNERSHIP INTEREST IN THE LIMITED PARTNERSHIP AS OF THE
DATE OF WITHDRAWAL.

COMMENT

The prior law cited in the Comment to § 10-603 of this
title is applicable here as well. This section fixes the
distributive share of a withdrawing partner in the absence
of an agreement among the partners. The prior law was
silent on this point, except for § 10-113, which put all
limited partners on an equal footing in the absence of an
agreement. It is recognized that the determination of the
fair value of the withdrawing partner's interest may be
difficult.

10-605. DISTRIBUTION IN KIND.

UNLESS OTHERWISE PROVIDED IN THE CERTIFICATE, A
PARTNER, REGARDLESS OF THE NATURE OF HIS CONTRIBUTION, HAS
NO RIGHT TO DEMAND AND RECEIVE ANY DISTRIBUTION FROM A
LIMITED PARTNERSHIP IN ANY FORM OTHER THAN CASH.

COMMENT

This section is derived from § 10-115(c) of the
previous Limited Partnership Act (§ 16(3) of the prior
uniform law). Other states' enactment of the Revised
Uniform Limited Partnership Act may include a second
sentence to this section which is new and is intended to
protect a limited partner (and the remaining partners)
against a distribution in kind of more than his share of a
particular asset. The drafters of this title felt that this
provision did not add to the fiduciary duties of the general
partner and raised various problems of interpretation;
accordingly, the provision has been deleted.

10-606. STATUS AS CREDITOR.

EXCEPT TO THE EXTENT LIMITED BY § 10-607 OR § 10-804,
AT THE TIME A PARTNER BECOMES ENTITLED TO RECEIVE A
DISTRIBUTION, THE PARTNER HAS THE STATUS OF, AND IS ENTITLED
TO ALL REMEDIES AVAILABLE TO, A CREDITOR OF THE LIMITED
PARTNERSHIP WITH RESPECT TO THE DISTRIBUTION.

COMMENT

This section is new and is intended to make it clear
that the right of a partner to receive a distribution, as