Florida Statutes
Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)
620.8405 - Actions by partnership and partners.


(1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(2) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(a) Enforce such partner’s rights under the partnership agreement;
(b) Enforce such partner’s rights under this act, including:
1. Such partner’s rights under s. 620.8401, s. 620.8403, or s. 620.8404;
2. Such partner’s right upon dissociation to have the partner’s interest in the partnership purchased pursuant to s. 620.8701 or enforce any other right under ss. 620.8601-620.8705; or
3. Such partner’s right to compel a dissolution and winding up of the partnership business under s. 620.8801 or enforce any other right under ss. 620.8801-620.8807; or

(c) Enforce the rights and otherwise protect the interests of such partner, including rights and interests arising independently of the partnership relationship.

(3) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
History.—s. 13, ch. 95-242.

Structure Florida Statutes

Florida Statutes

Title XXXVI - Business Organizations

Chapter 620 - Partnership Laws

Part II - Revised Uniform Partnership Act (Ss. 620.81001-620.9902)

620.81001 - Uniformity of application and construction.

620.81002 - Short title.

620.8101 - Definitions.

620.8102 - Knowledge and notice.

620.8103 - Effect of partnership agreement; nonwaivable provisions.

620.8104 - Supplemental principles of law.

620.8105 - Execution, filing, and recording of partnership registration and other statements.

620.81054 - Correcting a filed record.

620.81055 - Fees for filing documents and issuing certificates; powers of the Department of State.

620.8106 - Governing law.

620.8107 - Partnership subject to amendment or repeal of act.

620.8201 - Partnership as entity.

620.8202 - Formation of partnership.

620.8203 - Partnership property.

620.8204 - When property is partnership property.

620.8301 - Partner agent of partnership.

620.8302 - Transfer of partnership property.

620.8303 - Statement of partnership authority.

620.8304 - Statement of denial.

620.8305 - Partnership liable for partner’s actionable conduct.

620.8306 - Partner’s liability.

620.8307 - Actions by and against partnership and partners.

620.8308 - Liability of purported partner.

620.8401 - Partner’s rights and duties.

620.8402 - Distributions in kind.

620.8403 - Partner’s rights and duties with respect to information.

620.8404 - General standards of partner’s conduct.

620.8405 - Actions by partnership and partners.

620.8406 - Continuation of partnership beyond definite term or particular undertaking.

620.8501 - Partner not co-owner of partnership property.

620.8502 - Partner’s transferable interest in partnership.

620.8503 - Transfer of partner’s transferable interest.

620.8504 - Partner’s transferable interest subject to charging order.

620.8601 - Events causing partner’s dissociation.

620.8602 - Partner’s power to dissociate; wrongful dissociation.

620.8603 - Effect of partner’s dissociation.

620.8701 - Purchase of dissociated partner’s interest.

620.8702 - Dissociated partner’s power to bind and liability to partnership.

620.8703 - Dissociated partner’s liability to other persons.

620.8704 - Statement of dissociation.

620.8705 - Continued use of partnership name.

620.8801 - Events causing dissolution and winding up of partnership business.

620.8802 - Partnership continues after dissolution.

620.8803 - Right to wind up partnership business.

620.8804 - Partner’s power to bind partnership after dissolution.

620.8805 - Statement of dissolution.

620.8806 - Partner’s liability to other partners after dissolution.

620.8807 - Settlement of accounts and contributions among partners.

620.8911 - Definitions.

620.8912 - Conversion.

620.8913 - Action on plan of conversion by converting partnership.

620.8914 - Filings required for conversion; effective date.

620.8915 - Effect of conversion.

620.8916 - Merger.

620.8917 - Action on plan of merger by constituent partnership.

620.8918 - Filings required for merger; effective date.

620.8919 - Effect of merger.

620.8920 - Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status.

620.8921 - Liability of a partner after conversion or merger.

620.8922 - Power of partners and persons dissociated as partners to bind organization after conversion or merger.

620.8923 - Application of other laws to provisions governing conversions and mergers.

620.9001 - Statement of qualification.

620.9002 - Name.

620.9003 - Annual report.

620.9101 - Law governing foreign limited liability partnership.

620.9102 - Statement of foreign qualification.

620.9103 - Effect of failure to qualify.

620.9104 - Activities not constituting transacting business.

620.9105 - Action by Attorney General.

620.9901 - Applicability.

620.9902 - Saving clause.