Texas Business Organizations Code 152.609 – Action to Determine Terms of Redemption
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(a) A withdrawn partner or the partnership may maintain an action against the other party under § 152.211 to determine:
(1) the terms of redemption of that partner’s interest, including a contribution obligation or setoff under § 152.603 or 152.604; or
(2) other terms of the redemption obligations of either party.
(b) The action must be commenced not later than the first anniversary of the later of:
(1) the date of delivery of information required by § 152.607(c); or
(2) the date written notice is given under § 152.607(d).
Terms Used In Texas Business Organizations Code 152.609
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- Contribution: means a tangible or intangible benefit that a person transfers to an entity in consideration for an ownership interest in the entity or otherwise in the person's capacity as an owner or a member. See Texas Business Organizations Code 1.002
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- 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 partner or general partner. See Texas Business Organizations Code 1.002
- Share: means a unit into which the ownership interest in a for-profit corporation, professional corporation, real estate investment trust, or professional association is divided, regardless of whether the share is certificated or uncertificated. See Texas Business Organizations Code 1.002
- written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002
(c) The court shall determine the terms of the redemption of the withdrawn partner’s interest, any contribution obligation or setoff due under § 152.603 or 152.604, and accrued interest and shall enter judgment for an additional payment or refund.
(d) If deferred payment is authorized under § 152.608, the court shall also determine the security for payment if requested to consider whether security is appropriate.
(e) If the court finds that a party failed to tender payment or make an offer to pay or to comply with the requirements of § 152.607(c) or otherwise acted arbitrarily, vexatiously, or not in good faith, the court may assess damages against the party, including, if appropriate, in an amount the court finds equitable:
(1) a share of the profits of the continuing business;
(2) reasonable attorney’s fees; and
(3) fees and expenses of appraisers or other experts for a party to the action.