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HomeCorporations CodeGENERAL PROVISIONSCh. 5Art. 4§ 16405 Partner Lawsuits Against Partnership

§ 16405 Partner Lawsuits Against Partnership

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 16405 Partner Lawsuits Against Partnership

This law says a partnership can sue a partner who breaks the partnership agreement or hurts the partnership, and a partner can sue the partnership or another partner to enforce their rights, get a buy‑out, or force the partnership to end.

Key Takeaways

  • •A partnership can sue a partner for breaking the partnership agreement or for duties that cause harm.
  • •A partner can sue the partnership or another partner to enforce rights, get a buy‑out when leaving, or force the partnership to dissolve.
  • •Any time limits on these lawsuits follow other laws, and getting an accounting after a dissolution doesn’t bring back a claim that’s already timed‑out.

Example

Partner A takes money out of the partnership without permission, hurting the business. The partnership can file a lawsuit against Partner A for breaking the agreement.

Because the partnership was harmed by Partner A’s actions, the partnership can sue Partner A under this law to recover the loss.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 16405 Partner Lawsuits Against Partnership

(a) 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. (b) 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 do any of the following: (1) Enforce the partner’s rights under the partnership agreement. (2) Enforce the partner’s rights under this chapter, including all of the following: (A) The partner’s rights under Section 16401, 16403, or 16404. (B) The partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to Section 16701 or 16701.5, or to enforce any other right under Article 6 (commencing with Section 16601) or 7 (commencing with Section 16701). (C) The partner’s right to compel a dissolution and winding up of the partnership business under Section 16801 or enforce any other right under Article 8 (commencing with Section 16801). (3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship. (c) 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. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)

Last verified: January 10, 2026

Key Terms

breach of the partnership agreementviolation of a duty to the partnershiplegal or equitable reliefdissolution and winding uptime limitation on a right of action

Related Statutes

  • § 16401 Partner Account Credits Charges
  • § 16402 Partner Distribution In Kind
  • § 16403 Partnership Books Access
  • § 16404 Partner Fiduciary Duties
  • § 16406 Continued Partnership Presumptions

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 16405.
View Official Source