2003 Minnesota Statutes

     322A.39 Liability for contribution. 

    (a) No promise by a limited partner to contribute to the 
 limited partnership is enforceable unless set out in a writing 
 signed by the limited partner. 

    (b) Except as provided in the partnership agreement, a 
 partner is obligated to the limited partnership to perform any 
 enforceable promise to contribute cash or property or to perform 
 services, even if the partner is unable to perform because of 
 death, disability or any other reason.  If a partner does not 
 make the required contribution of property or services, that 
 partner is obligated at the option of the limited partnership to 
 contribute cash equal to that portion of the value (as stated in 
 the partnership records required to be kept pursuant to section 
 322A.05) of the stated contribution that has not been made. 

    (c) Unless otherwise provided in the partnership agreement, 
 the obligation of a partner to make a contribution or return 
 money or other property paid or distributed in violation of 
 sections 322A.01 to 322A.87 may be compromised only by consent 
 of all the partners.  Notwithstanding the compromise, a creditor 
 of a limited partnership who extends credit or otherwise acts in 
 reliance on that obligation, after the partner signs a writing 
 which reflects the obligation and before the amendment or 
 cancellation thereof to reflect the compromise may enforce the 
 original obligation. 

    HIST: 1980 c 582 art 5 s 28; 1986 c 430 s 14; 1986 c 444