Wall

This is an appeal from a judgment against two partners for contribution in favor of a third partner on a promissory note signed by all of them to fund the development of a shopping center owned by the partnership. The trial court held that as joint obligors of the note, each partner was liable for a pro rata one-third share, disregarding their respective partnership interests in the partnership’s profits. We reverse and hold that the partners’ liability for contribution is governed by Corporations Code section 15018.

Factual and Procedural Background

On June 30, 1986, appellants Richard Feldstein and Barry J. Siegel and respondent Robert A. Wall formed a limited partnership known as 17815 Ventura Boulevard, Ltd., of which they were the general partners. The partnership agreement provided that, “. . . management, conduct and operation of the Partnership business in all respects shall be vested exclusively in the [general partners] . . .’’ and that the limited partners were specifically precluded from taking part in the management of the business. In addition, the partnership agreement provided that 70 percent of profits and losses were allocated to the limited partners…