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P, individually, and as trustee for a pension plan and a profit-sharing plan, is a limited partner in D. P purchased approximately 20% of the available limited partnership units in 1982. P and several other limited partners (LPs) executed a limited partnership agreement with the general partner, MSP Investment Co. (MSP). The purpose of the Partnership was to acquire, develop, and hold for resale 305 acres of land in Pima County, Arizona. Article 4.09 of the Agreement provided: Additional Assessments. If at any time after the formation of the Partnership the General Partner determines that additional contributions to the capital of the Partnership are necessary or desirable for any purpose, the General Partner shall mail a notice to each Limited Partner specifying the aggregate amount of additional capital to be contributed to the Partnership, such Limited Partner's pro rata share of the additional capital required, the purpose for the assessment, the intended use of the proceeds thereof, and the penalty to be imposed for failure to meet the assessment. . . . The total additional capital contribution required to be made by each Limited Partner hereunder shall not exceed an amount equal to four hundred percent (400%) of the initial capital contribution to the Partnership of each Limited Partner. Article 7.00, dealing with amendments set forth two methods of amending the agreement depending upon the nature of the proposed change. Article 7.01 allowed the general partner, in its sole discretion, and as attorney in fact for the limited partners, to make certain 'routine amendments' without the need for any partnership vote. These types of amendments are related mainly to administrative matters such as preservation of proper status for federal income tax purposes. Article 7.02 encompassed all other, non-routine amendments, and provided that, except for amendments affecting MSP's rights, all other amendments to the agreement would be made by majority vote: Other Amendments. All amendments, other than those set forth in paragraph 7.01 hereof, shall be proposed in writing by the General Partner or by Limited Partners owning not less than twenty-five percent (25%) of the Limited Partners' aggregate Interest in the Partnership for voting purposes. Any proposed amendment shall not become effective until it has been considered at a meeting of the Limited Partners duly held for that purpose and has received the affirmative vote of a majority of the Limited Partners' aggregate Interest in the Partnership and the approval of the General Partner. Notwithstanding the foregoing provisions of this paragraph to the contrary, no amendment shall be made to this Agreement which would deprive the General Partner of its Interest in the Partnership, or of any compensation or reimbursement of expenses due to the General Partner as provided herein. In May of 1983, D filed a certificate of limited partnership in accordance with then-existing requirements under the Colorado Uniform Limited Partnership Act (CULPA). At that time, the statute required a limited partnership to specify in the certificate the amount each partner had contributed and had agreed to contribute in the future. See 7-62-201(e). The certificate was to include a description of the 'times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made.' 7-62-201(f). The original certificate reflected that P had contributed a total of $85,000 to the Partnership and had agreed to potential future assessments not exceeding $340,000. The certificate also stated that article 4.09 of the Agreement governed the times at which, or events upon the happening of which, the partners had agreed to make additional contributions. The Partnership attached a copy of Article 4.09 as an exhibit to the certificate. Over the next few years, the Partnership found it necessary for various reasons to amend the Agreement several times. In February 1986, MSP sent a letter to amend Article 4.09 to increase potential assessments from 400% to 600% of the original investment. MSP focused on a proposed change in purpose and noted that such a change could only be accomplished if each partner agreed because article 2.04 of the Agreement required 100% of all outstanding interests in D to consent to any action of the general partner that was inconsistent with the existing 'principal business and purpose of D. The original Agreement did not contemplate a land exchange and a land exchange with the State as a new purpose required such approvals. MSP set out all the proposed amendments to the Agreement, including, among others, the capital contribution increase, and specified that the amendment would be accomplished by majority vote as required in Article 7.02 of the Agreement. In March of 1986, MSP and all of the limited partners voted to amend paragraph 4.09 and increase the contribution cap to 600%. The Partnership filed an amended certificate reflecting the new cap. The amended certificate also stated that Article 4.09 governed the times and events that could trigger obligations under the new cap. D was unable to secure a suitable exchange or sale of its land, and by 1993, needed additional cash to finish paying its mortgage. MSP proposed to amend Article 4.09 of the Agreement by increasing the contribution cap to 800%. In December of 1993, a majority of the partners voted to amend Article 4.09 and increase the cap to 800%. P voted against the amendment. After the majority vote, MSP sent D a notice of additional assessment for amounts in excess of the previous 600% cap. Fox paid the assessment up to 600% of his initial contribution, but refused to make further contributions. P filed this action in the district court seeking a declaratory judgment that he had no obligation beyond the 600% cap. The district court granted summary judgment for P and entered an order declaring that the Agreement did not permit an increase in the limited partners' capital contribution by majority vote. It also held that the increase was contrary to the provisions of CULPA. D appealed. The court of appeals reversed, holding that the language of the Agreement did, in fact, allow this amendment by majority vote, and that the statutes did not prohibit it. P appealed.

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