Revised Code of Washington
Chapter 25.05 - Revised Uniform Partnership Act.
25.05.170 - Actions by partnership and partners.

RCW 25.05.170
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 the partner's rights under the partnership agreement;
(b) Enforce the partner's rights under this chapter, including:
(i) The partner's rights under RCW 25.05.150, 25.05.160, or 25.05.165;
(ii) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to RCW 25.05.250 or enforce any other right under article 6 or 7 of this chapter; or
(iii) The partner's right to compel a dissolution and winding up of the partnership business under RCW 25.05.300 or enforce any other right under article 8 of this chapter; or
(c) Enforce the rights and otherwise protect the interests of the 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.

[ 1998 c 103 § 405.]

Structure Revised Code of Washington

Revised Code of Washington

Title 25 - Partnerships

Chapter 25.05 - Revised Uniform Partnership Act.

25.05.005 - Definitions.

25.05.010 - Knowledge and notice.

25.05.015 - Effect of partnership agreement—Nonwaivable provisions.

25.05.020 - Supplemental principles of law.

25.05.025 - Delivery and filing of statements.

25.05.030 - Governing law.

25.05.035 - Partnership subject to amendment or repeal of chapter.

25.05.050 - Partnership as entity.

25.05.055 - Formation of partnership.

25.05.060 - Partnership property.

25.05.065 - When property is partnership property.

25.05.100 - Partner agent of partnership.

25.05.105 - Transfer of partnership property.

25.05.110 - Statement of partnership authority.

25.05.115 - Statement of denial.

25.05.120 - Partnership liable for partner's actionable conduct.

25.05.125 - Partner's liability.

25.05.130 - Actions by and against partnership and partners.

25.05.135 - Liability of purported partner.

25.05.150 - Partner's rights and duties.

25.05.155 - Distributions in kind.

25.05.160 - Partner's rights and duties with respect to information.

25.05.165 - General standards of partner's conduct.

25.05.170 - Actions by partnership and partners.

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

25.05.200 - Partner not co-owner of partnership property.

25.05.205 - Partner's transferable interest in partnership.

25.05.210 - Transfer of partner's transferable interest.

25.05.215 - Partner's transferable interest subject to charging order.

25.05.225 - Events causing partner's dissociation.

25.05.230 - Partner's power to dissociate—Wrongful dissociation.

25.05.235 - Effect of partner's dissociation.

25.05.250 - Purchase of dissociated partner's interest.

25.05.255 - Dissociated partner's power to bind and liability to partnership.

25.05.260 - Dissociated partner's liability to other persons.

25.05.265 - Statement of dissociation.

25.05.270 - Continued use of partnership name.

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

25.05.305 - Partnership continues after dissolution.

25.05.310 - Right to wind up partnership business.

25.05.315 - Partner's power to bind partnership after dissolution.

25.05.320 - Statement of dissolution.

25.05.325 - Partner's liability to other partners after dissolution.

25.05.330 - Settlement of accounts and contributions among partners.

25.05.350 - Definitions.

25.05.355 - Conversion of partnership to limited partnership.

25.05.360 - Conversion of limited partnership to partnership.

25.05.365 - Effect of conversion—Entity unchanged.

25.05.370 - Merger of partnerships.

25.05.375 - Merger—Plan—Approval.

25.05.380 - Articles of merger—Filing.

25.05.385 - Effect of merger.

25.05.390 - Merger—Foreign and domestic.

25.05.395 - Nonexclusive.

25.05.420 - Definitions.

25.05.425 - Partner—Dissent—Payment of fair value.

25.05.430 - Dissenters' rights—Notice—Timing.

25.05.435 - Partner—Dissent—Voting restriction.

25.05.440 - Partners—Dissenters' notice—Requirements.

25.05.445 - Partner—Payment demand—Entitlement.

25.05.450 - Partners' interests—Transfer restriction.

25.05.455 - Payment of fair value—Requirements for compliance.

25.05.460 - Merger—Not effective within sixty days—Transfer restrictions.

25.05.465 - Dissenter's estimate of fair value—Notice.

25.05.470 - Unsettled demand for payment—Proceeding—Parties—Appraisers.

25.05.475 - Unsettled demand for payment—Costs—Fees and expenses of counsel.

25.05.500 - Formation—Registration—Application—Registered agent—Fee.

25.05.505 - Name.

25.05.510 - Rendering professional services.

25.05.530 - Change of registered agent for service of process.

25.05.533 - Resignation of registered agent for service of process.

25.05.536 - Service of process.

25.05.550 - Foreign limited liability partnership—Effect of registration and governing law.

25.05.555 - Registration requirement.

25.05.560 - Failure to register—Penalties—Service of process.

25.05.565 - Activities not constituting transacting business.

25.05.580 - Registered agent—Designation and maintenance.

25.05.583 - Change of registered agent for service of process.

25.05.586 - Resignation of registered agent.

25.05.589 - Service of process.

25.05.901 - Dates of applicability.

25.05.902 - Applicable fees, charges, and penalties.

25.05.903 - Authority to adopt rules—Secretary of state.

25.05.904 - Uniformity of application and construction—1998 c 103.

25.05.905 - Short title—1998 c 103.

25.05.907 - Savings clause—1998 c 103.