Ohio Code 1782.28 – Promise of limited partner to contribute to partnership not enforceable unless written and signed
(A) A promise by a limited partner to contribute to the limited partnership is not enforceable unless it is set out in a writing signed by the limited partner.
Terms Used In Ohio Code 1782.28
- Contribution: means any cash, property, services rendered, or promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership in his capacity as a partner. See Ohio Code 1782.01
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Ohio Code 1782.01
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partner: means a limited or general partner. See Ohio Code 1782.01
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business. See Ohio Code 1782.01
- Property: means real and personal property. See Ohio Code 1.59
(B) Except as otherwise provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or other property or to perform services, even if he is unable to perform because of death, disability, or any other reason. If a partner fails to make a required contribution of property or services, he shall be obligated, at the option of the limited partnership, to contribute cash equal to the portion of the value, as stated in the partnership records required to be kept pursuant to section 1782.05 of the Revised Code, of the stated contribution that he has failed to make. The foregoing option shall be in addition to, and not in lieu of, any other right, including the right to specific performance, that the limited partnership may have against the partner under the partnership agreement or applicable law.
(C) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution, or to return money or other property paid or distributed in violation of this chapter may be compromised only by the consent of all the partners.