Tex.
Bus. Orgs. Code Section 152.609
Action to Determine Terms of Redemption
(a)
A withdrawn partner or the partnership may maintain an action against the other party under Section 152.211 (Remedies of Partnership and Partners) to determine:(1)
the terms of redemption of that partner’s interest, including a contribution obligation or setoff under Section 152.603 (Contribution Obligation) or 152.604 (Setoff for Certain Damages); 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 Section 152.607 (Demand or Payment of Estimated Redemption)(c); or(2)
the date written notice is given under Section 152.607 (Demand or Payment of Estimated Redemption)(d).(c)
The court shall determine the terms of the redemption of the withdrawn partner’s interest, any contribution obligation or setoff due under Section 152.603 (Contribution Obligation) or 152.604 (Setoff for Certain Damages), and accrued interest and shall enter judgment for an additional payment or refund.(d)
If deferred payment is authorized under Section 152.608 (Deferred Payment on Wrongful Withdrawal), 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 Section 152.607 (Demand or Payment of Estimated Redemption)(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.
Source:
Section 152.609 — Action to Determine Terms of Redemption, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.152.htm#152.609 (accessed Jun. 5, 2024).
