50-73.33 - Liability for contribution. - Virginia Statutes

§ 50-73.33. Liability for contribution.

A. 1. A promise by a limited partner to contribute to the limited partnershipis not enforceable unless set out in a writing signed by the limited partneror his duly authorized attorney-in-fact.

2. Except as provided in the partnership agreement, a partner is obligated tothe limited partnership to perform any enforceable promise to contribute cashor property or to perform services, even if he is unable to perform becauseof death, disability or any other reason. If a partner does not make therequired contribution of property or services, he is obligated at the optionof the limited partnership to contribute cash equal to that portion of thevalue, as stated in the partnership records required to be kept pursuant to §50-73.8, of the stated contribution that has not been made.

B. Unless otherwise provided in the partnership agreement, the obligation ofa partner to make a contribution or return money or other property paid ordistributed in violation of this chapter may be compromised only by consentof all the partners. Notwithstanding the compromise, a creditor of a limitedpartnership who extends credit or otherwise acts in reliance on thatobligation after the partner signs a writing that reflects the obligation andbefore the amendment or cancellation thereof to reflect the compromise, mayenforce the original obligation.

(1985, c. 607; 1987, c. 702.)