A contributor, unless the contributor is a general partner, is not a proper party to proceedings by or against a partnership except where the object is to enforce a limited partner's right against or liability to the partnership.
Source: L. 31: p. 642, § 26. CSA: C. 123, § 69. CRS 53: § 104-2-26. C.R.S. 1963: § 104-2-26. L. 2004: Entire section amended, p. 1439, § 122, effective July 1.
ANNOTATION
Derivative action under the common law. Under the common law, a limited partner may bring a derivative action against the general partners for breach of fiduciary duty in the management of the affairs of the partnership if the general partners refuse to or are unable to bring such an action, and this section does not prevent such an action. Moore v. 1600 Downing St., Ltd., 668 P.2d 16 (Colo. App. 1983).
Determining federal diversity jurisdiction. A limited partnership is basically an association of individuals, and the uniform act has no effect on the determination of federal diversity jurisdiction. The question of federal jurisdiction cannot be decided according to what various states determine the state substantive law should be. Grynberg v. B.B.L. Assocs., 436 F. Supp. 564 (D. Colo. 1977).
Applied in Frazier v. Carlin, 42 Colo. App. 226, 591 P.2d 1348 (1979).