2021 Colorado Code
Title 7 - Corporations and Associations
Article 60 - Uniform Partnership Law
§ 7-60-118. Rights and Duties of Partners

1. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
   1. Each partner shall be repaid such partner's contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied and shall contribute toward the losses whether of capital or otherwise sustained by the partnership according to such partner's share in the profits; except that a partner in a limited liability partnership shall not be obligated to contribute to partnership losses in excess of the partner's interest in the partnership beyond the extent:
      1. Such obligation to contribute is set out in a writing signed by the partner; or
      2. Such loss is attributable to an obligation or liability for which the partner would have individual liability under section 7-60-115 (2).

   2. The partnership shall indemnify every partner in respect of payments made and personal liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business or for the preservation of its business or property.
   3. A partner who in aid of the partnership makes any payment or advance beyond the amount of capital that the partner agreed to contribute shall be paid interest from the date of the payment or advance.
   4. A partner shall receive interest on the capital contributed by the partner only from the date when repayment should be made.
   5. All partners have equal rights in the management and conduct of the partnership business.
   6. No partner is entitled to remuneration for acting in the partnership business, but a surviving partner is entitled to reasonable compensation for the partner's services in winding up the partnership affairs.
   7. No person can become a member of a partnership without the consent of all the partners.
   8. Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.

History. Source: L. 31: P. 654, § 18. CSA: C. 123, § 18. CRS 53: § 104-1-18. C.R.S. 1963: § 104-1-18. L. 95: (1)(a) amended, p. 779, § 5, effective May 24. L. 2004: IP(1)(a), (1)(b), (1)(c), (1)(d), and (1)(f) amended, p. 1425, § 80, effective July 1. History. Source: L. 31: P. 654, § 18. CSA: C. 123, § 18. CRS 53: § 104-1-18. C.R.S. 1963: § 104-1-18. L. 95: (1)(a) amended, p. 779, § 5, effective May 24. L. 2004: IP(1)(a), (1)(b), (1)(c), (1)(d), and (1)(f) amended, p. 1425, § 80, effective July 1.

Law reviews. For article, “A Law Firm Pension Plan?”, see 37 Dicta 351 (1960).

Each partner is to be repaid his contribution, and the partners are to share equally in the profits and surplus after all liabilities, including those to the partners, are satisfied. Rossi v. Rossi, 154 Colo. 21 , 389 P.2d 191 (1963).

And the fact that one partner has failed to make the required capital contribution is not sufficient to impose a forfeiture where the contribution can be deducted from his share of the profits. Thompson v. McCormick, 149 Colo. 465 , 370 P.2d 442 (1962).

A division of the profits may be enforced by a partner entitled to share in the profits. Thompson v. McCormick, 149 Colo. 465 , 370 P.2d 442 (1962).

And where one partner “grubstakes” another partner, he becomes entitled to that partner's agreed share of the profits. Thompson v. McCormick, 149 Colo. 465 , 370 P.2d 442 (1962).

Assignment of partner's right to profits. Where a partner assigns his rights to profits, but the remaining partners have not agreed to admit the assignee as a partner, § 7-60-127 assures that the assignee does not become a partner without the consent of the remaining partners in contravention of subsection (1)(g). Hence, the provision that the partnership is not dissolved merely protects the original parties from an unwanted partner or from a finding of partnership from the fact of the assignee's receipt of a share of the profits. Wester & Co. v. Nestle, 669 P.2d 1046 (Colo. App. 1983).

The rights of a party to a joint venture agreement are subject to any agreements between the parties of the venture. Turkey Creek, LLC v. Rosania, 953 P.2d 1306 (Colo. App. 1998); Adams v. Land Servs., Inc., 194 P.3d 429 (Colo. App. 2008).

Where transactions were authorized and approved by the managing partners, after the objections of the minority partners had been considered, the minority partners were nevertheless bound by the actions of the general partners. Adams v. Land Servs., Inc., 194 P.3d 429 (Colo. App. 2008).

Partner violated subsection (1)(g) by unilaterally including his children in partnership without the other partner's consent. Tucker v. Ellbogen, 793 P.2d 592 (Colo. App. 1989).

Individual members of partnership cannot maintain an action for damages against another member unless there has been an accounting. Boner v. L.C. Fulenwider, Inc., 32 Colo. App. 440, 513 P.2d 730 (1973).

There is no provision in this act which provides a general partner with the right to bring a derivative action. Kline Hotel Partners v. Aircoa Equity Interests, 708 F. Supp. 1193 (D. Colo. 1989 ).

Trial court properly determined the allocation of losses of partnership on the basis of the partners' ambiguous agreement and testimony by the partners. The court, however, erred in determining that compensation to one partner was an advance against profits to be earned, despite the partners' testimony and the court's earlier finding that the term “draw” in the ambiguous partnership agreement meant compensation to one of the partners in exchange for greater participation in the partnership. Tucker v. Ellbogen, 793 P.2d 592 (Colo. App. 1989).

Applied in Hooper v. Yoder, 737 P.2d 852 (Colo. 1987).