2006 Minnesota Statutes

323A.0405 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 chapter, including:
(i) the partner's rights under section 323A.0401, 323A.0403, or 323A.0404;
(ii) the partner's right on dissociation to have the partner's interest in the partnership
purchased pursuant to section 323A.0701 or enforce any other right under article 6 or 7; or
(iii) the partner's right to compel a dissolution and winding up of the partnership business
under section 323A.0801 or enforce any other right under article 8; 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.
History: 1997 c 174 art 4 s 24

NOTE:This chapter was formerly codified as sections 323A.1-01 to 323A.12-03. See Minnesota Statutes 2002. The chapter was recodified in 2004 as sections 323A.0101 to 323A.1203. The recodification is arranged in the same sequence as the original codification.