3054

LAWS OF MARYLAND

Ch. 801

COMMENT

This section is new and is derived from § 7-210 of this
article.

SUBTITLE 10. DERIVATIVE ACTIONS

10-1001. RIGHT OF ACTION.

A LIMITED PARTNER MAY BRING A DERIVATIVE ACTION TO
ENFORCE A RIGHT OF A LIMITED PARTNERSHIP TO RECOVER A
JUDGMENT IN ITS FAVOR TO THE SAME EXTENT THAT A STOCKHOLDER
MAY BRING AN ACTION FOR A DERIVATIVE SUIT UNDER THE
CORPORATION LAW OF MARYLAND. SUCH AN ACTION MAY BE BROUGHT
IF GENERAL PARTNERS WITH AUTHORITY TO DO SO HAVE REFUSED TO
BRING THE ACTION OR IF AN EFFORT TO CAUSE THOSE GENERAL
PARTNERS TO BRING THE ACTION IS NOT LIKELY TO SUCCEED. THE
DERIVATIVE ACTION MAY NOT BE MAINTAINED IF IT APPEARS THAT
THE PLAINTIFF DOES NOT FAIRLY AND ADEQUATELY REPRESENT THE
INTERESTS OF THE LIMITED PARTNERS IN ENFORCING THE RIGHT OF
THE PARTNERSHIP.

COMMENT

This section is new. Rule 328 of the Maryland Rules of
Civil Procedure providing for security for costs will be
conformed to include derivative actions by limited partners.

10-1002. PROPER PLAINTIFF.

IN A DERIVATIVE ACTION, THE PLAINTIFF MUST BE A PARTNER
AT THE TIME OF BRINGING THE ACTION AND:

(1)  HAVE BEEN A PARTNER AT THE TIME OF THE
TRANSACTION OF WHICH HE COMPLAINS; OR

(2)  HAVE HAD HIS STATUS AS A PARTNER DEVOLVE ON
HIM BY OPERATION OF LAW FROM A PERSON WHO WAS A PARTNER AT
THE TIME OF THE TRANSACTION.

COMMENT

This section is new.

10-1003. PLEADING.

IN A DERIVATIVE ACTION, THE COMPLAINT SHALL SET FORTH
WITH PARTICULARITY THE ATTEMPTS, IF ANY, OF THE PLAINTIFF TO
SECURE INITIATION OF THE ACTION THE PLAINTIFF DESIRES BY A
GENERAL PARTNER OR THE REASONS FOR NOT MAKING THE EFFORT.

COMMENT

This section is new.

10-1004. EXPENSES.