ACTIONS BY PARTNERS

M.R.S. tit. 31, ch. 19, subch. 10

in effect

31 M.R.S. §1421 Direct action by partner

1421. Direct action by partner 1. Action against limited partnership or partner. Subject to subsection 2, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship. 2. Plead and prove actual or threatened injury. A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. 3. Accrual of right of action; time limitation. 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. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1422 Derivative action

1422. Derivative action A partner may maintain a derivative action to enforce a right of a limited partnership if: 1. Demand for limited partnership to enforce. The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or 2. Demand futile. A demand would be futile. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1423 Proper plaintiff

1423. Proper plaintiff A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: 1. Partner when conduct occurred. That was a partner when the conduct giving rise to the action occurred; or 2. Partner status. Whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1424 Pleading

1424. Pleading In a derivative action, the complaint must state with particularity: 1. Date and content of demand; response. The date and content of the plaintiff's demand and the general partners' response to the demand; or 2. Demand excused. Why the demand should be excused as futile. PL 2005, c. 543, §C2 (NEW).

31 M.R.S. §1425 Proceeds and expenses

1425. Proceeds and expenses 1. Proceeds. Except as otherwise provided in subsection 2: A. Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff; and B. If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership. 2. Expenses. If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited partnership. PL 2005, c. 543, §C2 (NEW).

Source: Maine Legislature, Office of the Revisor of Statutes (legislature.maine.gov)URL: https://legislature.maine.gov/statutes/31/title31ch19sec0.htmlFetched: 10/20/2026