359.291. Liability for contribution. - Missouri Statutes

Liability for contribution.

359.291. 1. No promise by a limited partner to contributeto the limited partnership is enforceable unless set out inwriting signed by the limited partner.

2. Except as provided in the partnership agreement, apartner is obligated to the limited partnership to perform anyenforceable promise to contribute cash or property or to performservices, even if he is unable to perform because of death,disability or any other reason. If a partner does not make therequired contribution of property or services, he is obligatedat the option of the limited partnership to contribute cashequal to that portion of the value (as stated in the partnershiprecords required to be kept pursuant to section 359.051) of thestated contribution that has not been made.

3. Unless otherwise provided in the partnership agreement,the obligation of a partner to make a contribution or returnmoney or other property paid or distributed in violation of thischapter may be compromised only by consent of all the partners.Notwithstanding the compromise, a creditor of a limitedpartnership who extends credit, or otherwise acts in reliance onthat obligation after the partner signs a writing which reflectsthe obligation, and before the amendment or cancellation thereofto reflect the compromise, may enforce the original obligation.

(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)