§ 3442. Liability for contribution
(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.
(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he or she is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to section 3405 of this title, of the stated contribution which has not been made.
(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
Structure Vermont Statutes
Title 11 - Corporations, Partnerships and Associations
Chapter 23 - Limited Partnerships
§ 3404. Specified office and agent
§ 3407. Business transactions of partner with partnership
§ 3411. Certificate of limited partnership
§ 3412. Amendment to certificate
§ 3413. Cancellation of certificate
§ 3414. Execution of certificates
§ 3415. Execution by judicial act
§ 3416. Filing in Office of Secretary of State
§ 3417. Liability for false statement in certificate
§ 3419. Delivery of certificates to limited partners
§ 3421. Admission of limited partners
§ 3423. Liability to third parties
§ 3424. Person erroneously believing himself or herself limited partner
§ 3431. Admission of additional general partners
§ 3433. General powers and liabilities
§ 3434. Contributions by general partner
§ 3442. Liability for contribution
§ 3443. Sharing of profits and losses
§ 3444. Sharing of distributions
§ 3452. Withdrawal of general partner
§ 3453. Withdrawal of limited partner
§ 3454. Distribution upon withdrawal
§ 3457. Limitations on distribution
§ 3458. Liability upon return of contribution
§ 3461. Nature of partnership interest
§ 3462. Assignment of partnership interest
§ 3464. Right of assignee to become limited partner
§ 3465. Power of estate of deceased or partner who is incompetent
§ 3471. Nonjudicial dissolution
§ 3474. Distribution of assets
§ 3483. Issuance of registration
§ 3485. Changes and amendments
§ 3486. Cancellation of registration
§ 3487. Transaction of business without registration
§ 3488. Action by Attorney General
§ 3501. Construction and application