29-328. Liability for contribution
A. A promise by a limited partner to contribute to the limited partnership is not
enforceable unless set out in a writing and 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 he 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, he 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 29-305 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 this chapter 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.
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