11 V.S.A. § 3235: Actions by partnership and partners

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:

(1) enforce the partner’s rights under the partnership agreement;

(2) enforce the partner’s rights under this chapter, including:

(A) the partner’s rights under section 3231, 3233, or 3234 of this title;

(B) the partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to section 3261 of this title or enforce any other right under subchapter 6 or 7 of this chapter; or

(C) the partner’s right to compel a dissolution and winding up of the partnership business under section 3271 of this title or enforce any other right under subchapter 8 of this chapter; or

(3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

(c) 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.