Revised Code of Washington
Chapter 25.10 - Uniform Limited Partnership Act.
25.10.701 - Direct action by partner.

RCW 25.10.701
Direct action by partner.

(1) Subject to subsection (2) of this section, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(2) A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(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.

[ 2009 c 188 § 1001.]

Structure Revised Code of Washington

Revised Code of Washington

Title 25 - Partnerships

Chapter 25.10 - Uniform Limited Partnership Act.

25.10.006 - Short title.

25.10.011 - Definitions.

25.10.016 - Knowledge and notice.

25.10.021 - Nature, purpose, and duration of entity.

25.10.031 - Powers.

25.10.041 - Governing law.

25.10.051 - Supplemental principles of law—Rate of interest.

25.10.061 - Name.

25.10.071 - Reservation of name.

25.10.081 - Effect of partnership agreement—Nonwaivable provisions.

25.10.091 - Required information.

25.10.101 - Business transactions of partner with partnership.

25.10.111 - Dual capacity.

25.10.121 - Registered agent—Requirements.

25.10.131 - Change of registered agent for service of process.

25.10.141 - Resignation of agent for service of process.

25.10.151 - Service of process.

25.10.161 - Consent and proxies of partners.

25.10.201 - Formation of limited partnership—Certificate of limited partnership.

25.10.211 - Amendment or restatement of certificate of limited partnership.

25.10.221 - Statement of termination.

25.10.231 - Signing of records.

25.10.241 - Signing and filing pursuant to judicial order.

25.10.251 - Delivery to and filing of records by secretary of state—Effective time and date.

25.10.261 - Correcting filed record.

25.10.271 - Liability for false information in filed record.

25.10.281 - Certificate of existence or registration.

25.10.291 - Annual report for secretary of state.

25.10.301 - Becoming limited partner.

25.10.311 - No right or power as limited partner to bind limited partnership.

25.10.321 - No liability as limited partner for limited partnership obligations.

25.10.331 - Right of limited partner and former limited partner to information.

25.10.341 - Limited duties of limited partners.

25.10.351 - Person erroneously believing self to be limited partner.

25.10.371 - Becoming general partner.

25.10.381 - General partner agent of limited partnership.

25.10.391 - Limited partnership liable for general partner's actionable conduct.

25.10.401 - General partner's liability.

25.10.411 - Actions by and against partnership and partners.

25.10.421 - Management rights of general partner.

25.10.431 - Right of general partner and former general partner to information.

25.10.441 - General standards of general partner's conduct.

25.10.461 - Form of contribution.

25.10.466 - Liability for contribution.

25.10.471 - Sharing of distributions.

25.10.476 - Interim distributions.

25.10.481 - No distribution on account of dissociation.

25.10.486 - Distribution in kind.

25.10.491 - Right to distribution.

25.10.496 - Limitations on distribution.

25.10.501 - Liability for improper distributions.

25.10.511 - Dissociation as limited partner.

25.10.516 - Effect of dissociation as limited partner.

25.10.521 - Dissociation as general partner.

25.10.526 - Person's power to dissociate as general partner—Wrongful dissociation.

25.10.531 - Effect of dissociation as general partner.

25.10.536 - Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.

25.10.541 - Liability to other persons of person dissociated as general partner.

25.10.546 - Partner's transferable interest.

25.10.551 - Transfer of partner's transferable interest.

25.10.556 - Rights of creditor of partner or transferee.

25.10.561 - Power of estate of deceased partner.

25.10.571 - Nonjudicial dissolution.

25.10.576 - Judicial dissolution.

25.10.581 - Winding up.

25.10.586 - Power of general partner and person dissociated as general partner to bind partnership after dissolution.

25.10.591 - Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

25.10.596 - Known claims against dissolved limited partnership.

25.10.601 - Other claims against dissolved limited partnership.

25.10.606 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

25.10.611 - Administrative dissolution.

25.10.616 - Reinstatement following administrative dissolution.

25.10.621 - Disposition of assets—When contributions required.

25.10.641 - Effect of registration and governing law.

25.10.646 - Registration with the secretary of state.

25.10.651 - Activities not constituting transacting business.

25.10.661 - Name of foreign limited partnership.

25.10.666 - Termination of registration.

25.10.671 - Withdrawal of registration.

25.10.701 - Direct action by partner.

25.10.706 - Derivative action.

25.10.711 - Proper plaintiff.

25.10.716 - Pleading.

25.10.721 - Proceeds and expenses.

25.10.751 - Definitions.

25.10.756 - Conversion.

25.10.761 - Action on plan of conversion by converting limited partnership.

25.10.766 - Filings required for conversion—Effective date.

25.10.771 - Effect of conversion.

25.10.776 - Merger.

25.10.781 - Action on plan of merger by constituent limited partnership.

25.10.786 - Filings required for merger—Effective date.

25.10.791 - Effect of merger.

25.10.796 - Restrictions on approval of conversions and mergers and on relinquishing LLLP status.

25.10.801 - Liability of general partner after conversion or merger.

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

25.10.811 - Article not exclusive.

25.10.831 - Definitions.

25.10.836 - Partner—Dissent—Payment of fair value.

25.10.841 - Dissenters' rights—Notice—Timing.

25.10.846 - Partner—Dissent—Voting restriction.

25.10.851 - Partners—Dissenters' notice—Requirements.

25.10.856 - Partner—Payment demand—Entitlement.

25.10.861 - Partnership interests—Transfer restrictions.

25.10.866 - Payment of fair value—Requirements for compliance.

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

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

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

25.10.886 - Unsettled demand for payment—Costs, fees, and expenses of counsel.

25.10.901 - Uniformity of application and construction.

25.10.903 - Effective date—2009 c 188.

25.10.906 - Relation to electronic signatures in global and national commerce act.

25.10.911 - Application to existing relationships.

25.10.916 - Applicable fees, charges, and penalties.

25.10.921 - Authority to adopt rules.

25.10.926 - Savings clause.