HARRY HUGHES, Governor

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between the partners, is not subject to the equity risks of
the enterprise. On the other hand, since partners entitled
to distributions have creditor status, there did not seem to
be a need for the extraordinary remedy of § 10-115(d) of the
previous Limited Partnership Act which granted a limited
partner the right to seek dissolution of the partnership if
he was unsuccessful in demanding the return of his
contribution. It is more appropriate for the partner to
simply sue as an ordinary creditor and obtain a judgment.

10-607. LIMITATIONS ON RETURN OF CONTRIBUTIONS.

A PARTNER MAY NOT RECEIVE A RETURN OF HIS CONTRIBUTION
TO A LIMITED PARTNERSHIP TO THE EXTENT THAT, AFTER GIVING
EFFECT TO THE RETURN OF HIS CONTRIBUTION, ALL LIABILITIES OF
THE LIMITED PARTNERSHIP, OTHER THAN LIABILITIES TO PARTNERS
FOR THE RETURN OF THEIR CONTRIBUTIONS, EXCEED THE FAIR VALUE
OF THE PARTNERSHIP ASSETS.

COMMENT

This section is derived from § 10-115(a)(l) of the
previous Limited Partnership Act (§ 16(1) of the prior
uniform law).

10-608. LIABILITY UPON RETURN OF CONTRIBUTION.

(A)  RETURN OF CONTRIBUTION. (1) IF A PARTNER HAS
RECEIVED THE RETURN OF ANY PART OF HIS CONTRIBUTION WITHOUT
VIOLATION OF THE CERTIFICATE, PARTNERSHIP AGREEMENT, OR THIS
TITLE, HE IS LIABLE TO THE LIMITED PARTNERSHIP FOR A PERIOD
OF 1 YEAR THEREAFTER FOR THE AMOUNT OF THE RETURNED
CONTRIBUTION, BUT ONLY TO THE EXTENT NECESSARY TO DISCHARGE
THE LIMITED PARTNERSHIP'S LIABILITIES TO CREDITORS WHO
EXTENDED CREDIT TO THE LIMITED PARTNERSHIP DURING THE PERIOD
THE CONTRIBUTION WAS HELD BY THE PARTNERSHIP.

(2) IF A PARTNER HAS RECEIVED THE RETURN OF ANY
PART OF HIS CONTRIBUTION IN VIOLATION OF THE CERTIFICATE,
PARTNERSHIP AGREEMENT, OR THIS TITLE, HE IS LIABLE TO THE
LIMITED PARTNERSHIP FOR A PERIOD OF 6 YEARS THEREAFTER FOR
THE AMOUNT OF THE CONTRIBUTION WRONGFULLY RETURNED.

(B)  DEFINITION OF RETURN. A PARTNER RECEIVES A RETURN
OF HIS CONTRIBUTION TO THE EXTENT THAT, AFTER A DISTRIBUTION
TO HIM, HIS SHARE OF THE FAIR VALUE OF THE NET ASSETS OF THE
LIMITED PARTNERSHIP IS LESS THAN THE VALUE OF HIS TOTAL
CONTRIBUTION AS REFLECTED IN THE CERTIFICATE MINUS ALL
DISTRIBUTIONS IN RETURN OF HIS CONTRIBUTION MADE PRIOR TO
THE DISTRIBUTION.

COMMENT

Paragraph (a)(1) is derived from § 10-116(d) of the
previous Limited Partnership Act (§ 17(4) of the prior
uniform law), but the 1-year statute of limitations has been
added. Paragraph (a)(2) is derived from § 10-116(b) of the