Colorado § 7-62-502 - Liability for contributions.

§ 7-62-502. Liability for contributions.

(1) 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 the partner 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, the partner 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 by section 7-62-105, of the stated contribution that has not been made.

(2) 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 article may be compromised only by consent in writing of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on the original obligation may enforce the original obligation.

(3) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.

Source: L. 81: Entire article added, p. 443, § 1, effective November 1. L. 86: Entire section amended, p. 455, § 22, effective July 1. L. 2004: (1) amended, p. 1444, § 135, effective July 1.

ANNOTATION

Partnership agreement held sufficient "writing" under subsection (3) to obligate additional capital contribution by limited partner. Fox v. I-10, Ltd., 936 P.2d 580 (Colo. App. 1996), aff'd, 957 P.2d 1018 (Colo. 1998).