Partnership Law


Contribution Rights Are Governed by Corporations Code Section 15018. A partnerís obligation to contribute to partnership liabilities is governed by Corporations Code section 15018, which states that a partnerís duty to contribute to partnership liabilities is proportionate to his/her right to share in partnership profits. This rule of proportionate contribution was held to apply even where partnership voting is on a different basis. In this case, three general partners individually signed a promissory note for the benefit of the partnership. Because one partner had a 50% interest in partnership profits and losses, the court held that that partner was obligated, as between the partners in the partnership, to contribute one-half of the amounts needed to satisfy the promissory note even though the partners each had a one-third vote on partnership issues. (Wall v. Siegel (1998) 62 Cal.App.4th 875.)


Limited Partners May Bring Suit. A limited partner has standing to sue on behalf of the partnership where a general partner has wrongfully refused to do so. Here, the general partners failed to collect rents on behalf of the partnership, allegedly because the rents were owed by some of the general partners. The court found that a derivative action by a limited partner seeking to enforce the partnershipís right to payment was proper. (Wallner v. Parry Professional Building, LTD. (1994) 22 Cal.App.4th 1446.)

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