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 chapters 45-13 through 45-21, including: (1) The partner's rights under section 45-16-01, 45-16-03, or 45-16-04; (2) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 45-19-01 or enforce any other right under chapter 45-18 or 45-19; or (3) The partner's right to compel a dissolution and winding up of the partnership business under section 45-20-01 or enforce any other right under chapter 45-20; 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.
45-16-06. (406) Continuation of partnership beyond definite term or particular undertaking. 1. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
2. If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.