2016 Colorado Revised Statutes
Title 7 - Corporations and Associations
Partnerships
Article 60 - Uniform Partnership Law
§ 7-60-139. Rights dissolved for fraud
(1) Where a partnership contract is rescinded on the ground of fraud or misrepresentation of one of the parties, the party entitled to rescind is, without prejudice to any other right, entitled:
(a) To a lien on or right of retention of the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by such party for the purchase of an interest in the partnership and for any capital or advances contributed by such party; and
(b) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by such party in respect of the partnership liabilities, subject to the limitations in section 7-60-115, if the partnership was a limited liability partnership at the time of its dissolution; and
(c) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
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