PARRIS N. GLENDENING, Governor                                 Ch. 654

(E)     A PARTNER DOES NOT VIOLATE A DUTY OR OBLIGATION UNDER THIS
TITLE OR UNDER THE PARTNERSHIP AGREEMENT MERELY BECAUSE THE
PARTNER'S CONDUCT FURTHERS THE PARTNER'S OWN INTEREST.

(F)     A PARTNER MAY LEND MONEY TO AND TRANSACT OTHER BUSINESS
WITH THE PARTNERSHIP, AND AS TO EACH LOAN OR TRANSACTION THE RIGHTS
AND OBLIGATIONS OF THE PARTNER ARE THE SAME AS THOSE OF A PERSON WHO IS
NOT A PARTNER, SUBJECT TO OTHER APPLICABLE LAW.

(G)     THIS SECTION APPLIES TO A PERSON WINDING UP THE PARTNERSHIP
BUSINESS AS THE PERSONAL OR LEGAL REPRESENTATIVE OF THE LAST SURVIVING
PARTNER AS IF THE PERSON WERE A PARTNER.

9-405. ACTIONS BY PARTNERSHIP AND PARTNERS.

(A)     A PARTNERSHIP MAY MAINTAIN AN ACTION AGAINST A PARTNER FOR A
BREACH OF THE PARTNERSHIP AGREEMENT, OR FOR THE VIOLATION OF A DUTY TO
THE PARTNERSHIP, CAUSING HARM TO THE PARTNERSHIP.

(B)     A PARTNER MAY MAINTAIN AN ACTION AGAINST THE PARTNERSHIP OR
ANOTHER PARTNER FOR LEGAL OR EQUITABLE RELIEF, WITH OR WITHOUT AN
ACCOUNTING AS TO PARTNERSHIP BUSINESS, TO:

(1)      ENFORCE THE PARTNER'S RIGHTS UNDER THE PARTNERSHIP
AGREEMENT;

(2)      ENFORCE THE PARTNER'S RIGHTS UNDER THIS TITLE, INCLUDING:

(I)      THE PARTNER'S RIGHTS UNDER § 9-401, § 9-403, OR § 9-404 OF
THIS SUBTITLE;

(II)     THE PARTNER'S RIGHT ON DISSOCIATION TO HAVE THE
PARTNER'S INTEREST IN THE PARTNERSHIP PURCHASED PURSUANT TO § 9-701 OF
THIS TITLE OR ENFORCE ANY OTHER RIGHT UNDER SUBTITLE 6 OR SUBTITLE 7 OF
THIS TITLE; OR

(III) THE PARTNER'S RIGHT TO COMPEL A DISSOLUTION AND
WINDING UP OF THE PARTNERSHIP BUSINESS UNDER § 9-801 OF THIS TITLE OR
ENFORCE ANY OTHER RIGHT UNDER SUBTITLE 8 OF THIS TITLE; OR

(3)      ENFORCE THE RIGHTS AND OTHERWISE PROTECT THE INTERESTS
OF THE PARTNER, INCLUDING RIGHTS AND INTERESTS ARISING INDEPENDENTLY
OF THE PARTNERSHIP RELATIONSHIP.

(C)     THE ACCRUAL OF, AND ANY TIME LIMITATION ON, A RIGHT OF ACTION
FOR A REMEDY UNDER THIS SECTION IS GOVERNED BY OTHER LAW. A RIGHT TO AN
ACCOUNTING UPON A DISSOLUTION AND WINDING UP DOES NOT REVIVE A CLAIM
BARRED BY LAW.

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