Minnesota Legislature
Office of the Revisor of Statutes
2006 Minnesota Statutes
This is an historical version of this statute chapter. Also view the most recent published version.
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
(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
Official Publication of the State of Minnesota
Revisor of Statutes