(1) Where a partnership contract is rescinded on the ground of fraud or misrepresentation of one of the parties, the party entitled to rescind is, without prejudice to any other right, entitled:
To a lien on or right of retention of the surplus of the partnership property aftersatisfying the partnership liabilities to third persons for any sum of money paid by such party for the purchase of an interest in the partnership and for any capital or advances contributed by such party; and
To stand, after all liabilities to third persons have been satisfied, in the place of thecreditors of the partnership for any payments made by such party in respect of the partnership liabilities, subject to the limitations in section 7-60-115, if the partnership was a limited liability partnership at the time of its dissolution; and
To be indemnified by the person guilty of the fraud or making the representationagainst all debts and liabilities of the partnership.
Source: L. 31: p. 669, § 39. CSA: C. 123, § 39. CRS 53: § 104-1-39. C.R.S. 1963: § 104-1-39. L. 95: (1)(b) amended, p. 780, § 8, effective May 24. L. 2004: (1)(a) and (1)(b) amended, p. 1430, § 94, effective July 1.