District of Columbia Official Code 2001 Edition.

Division V. Local Business Affairs.

Title 29. Business Organizations.

Chapter 7. Limited Partnerships.

Subchapter IX. Actions by Partners.

§ 29-709.01. Direct action by partner.

Current through October 23, 2012

(a) Subject to subsection (b) of this section, a partner may maintain a direct action in the Superior Court against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.

(b) A partner commencing a direct action under this section shall be required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.

(c) The accrual of, and any time limitation on, a right of action for a remedy under this section shall be governed by other law. A right to an accounting upon a dissolution and winding up shall not revive a claim barred by law.

                
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(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

HISTORICAL AND STATUTORY NOTES

Legislative History of Laws

For history of Law 18-378, see notes under § 29-101.01.

Uniform Law

This section is based on § 1001 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.

§ 29-709.02. Derivative action.

Current through October 23, 2012 Back to Top

A partner may maintain a derivative action in the Superior Court to enforce a right of a limited partnership if:

(1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or

(2) A demand would be futile.

                
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(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

HISTORICAL AND STATUTORY NOTES

Legislative History of Laws

For history of Law 18-378, see notes under § 29-101.01.

Uniform Law

This section is based on § 1002 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.

§ 29-709.03. Proper plaintiff.

Current through October 23, 2012 Back to Top

A derivative action shall be maintained only by a person that is a partner at the time the action is commenced and:

(1) That was a partner when the conduct giving rise to the action occurred; or

(2) Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.

                
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(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

HISTORICAL AND STATUTORY NOTES

Legislative History of Laws

For history of Law 18-378, see notes under § 29-101.01.

Uniform Law

This section is based on § 1003 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.

§ 29-709.04. Pleading.

Current through October 23, 2012 Back to Top

In a derivative action, the complaint shall state with particularity:

(1) The date and content of plaintiff's demand and the general partners' response to the demand; or

(2) Why demand should be excused as futile.

                
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(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

HISTORICAL AND STATUTORY NOTES

Legislative History of Laws

For history of Law 18-378, see notes under § 29-101.01.

Uniform Law

This section is based on § 1004 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.

§ 29-709.05. Proceeds and expenses.

Current through October 23, 2012 Back to Top

(a) Except as otherwise provided in subsection (b) of this section:

(1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, shall belong to the limited partnership and not to the derivative plaintiff;

(2) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.

(b) If a derivative action is successful in whole or in part, the Superior Court may award the plaintiff reasonable expenses, including reasonable attorneys' fees, from the recovery of the limited partnership.

                
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(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

HISTORICAL AND STATUTORY NOTES

Legislative History of Laws

For history of Law 18-378, see notes under § 29-101.01.

Uniform Law

This section is based on § 1005 of the Uniform Limited Partnership Act (2001 Act). See Vol. 6A , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.