Code of the District of Columbia

Subchapter IX. Actions by Partners.


§ 29–709.01. Direct action by partner.

(a) Subject to subsection (b) of this section, a partner may maintain a direct action in the Superior Court against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities and affairs, 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.

(b) A partner commencing a direct action under this section shall be 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.

(c) The accrual of, and any time limitation on, a right of action for a remedy under this section shall be governed by other law. A right to an accounting upon a dissolution and winding up shall not revive a claim barred by law.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(10)(A), 59 DCR 13171.)

Section References

This section is referenced in § 29-706.04.

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 substituted “activities and affairs” for “activities” in (a).

Editor's Notes

Uniform Law: This section is based on § 1001 of the Uniform Limited Partnership Act (2001 Act).

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.


§ 29–709.02. Derivative action.

A partner may maintain a derivative action in the Superior Court to enforce a right of a limited partnership if:

(1) 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) A demand would be futile.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

Editor's Notes

Uniform Law: This section is based on § 1002 of the Uniform Limited Partnership Act (2001 Act).


§ 29–709.03. Proper plaintiff.

A derivative action shall be maintained only by a person that is a partner at the time the action is commenced and:

(1) That was a partner when the conduct giving rise to the action occurred; or

(2) 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.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

Editor's Notes

Uniform Law: This section is based on § 1003 of the Uniform Limited Partnership Act (2001 Act).


§ 29–709.04. Pleading.

In a derivative action, the complaint shall state with particularity:

(1) The date and content of plaintiff’s demand and the general partners’ response to the demand; or

(2) Why demand should be excused as futile.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

Editor's Notes

Uniform Law: This section is based on § 1004 of the Uniform Limited Partnership Act (2001 Act).


§ 29–709.05. Proceeds and expenses.

(a) Except as otherwise provided in subsection (b) of this section:

(1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, shall belong to the limited partnership and not to the derivative plaintiff;

(2) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.

(b) If a derivative action is successful in whole or in part, the Superior Court may award the plaintiff reasonable expenses, including reasonable attorneys’ fees, from the recovery of the limited partnership.

(c) A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the Superior Court’s approval.


(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(10)(B), 59 DCR 13171.)

Effect of Amendments

The 2013 amendment by D.C. Law 19-210 added (c).

Editor's Notes

Uniform Law: This section is based on § 1005 of the Uniform Limited Partnership Act (2001 Act).

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.


§ 29–709.06. Special litigation committee.

(a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the Superior Court shall stay discovery for the time reasonably necessary to permit the committee to complete its investigation. This subsection does not prevent the court from enforcing a person’s right to information under § 29-703.04 or 29-704.07 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

(b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be partners.

(c) A special litigation committee may be appointed:

(1) By a majority of the general partners not named as defendants or plaintiffs in the proceeding; and

(2) If all general partners are named as defendants or plaintiffs in the proceeding, by a majority of the general partners named as defendants.

(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding:

(1) Continue under the control of the plaintiff;

(2) Continue under the control of the committee;

(3) Be settled on terms approved by the committee; or

(4) Be dismissed.

(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the Superior Court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee met their burden of proof, were disinterested and independent, and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.


(Mar. 5, 2013, D.C. Law 19-210, § 2(g)(10)(C), 59 DCR 13171.)

Section References

This section is referenced in § 29-701.07.

Editor's Notes

Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.