If a limited partner has received a return of their contribution while the partnership has outstanding liabilities, what is their obligation?

The obligation of a limited partner who receives a return of their contribution while the partnership has outstanding liabilities focuses on the principle of protecting the creditors of the partnership. When a limited partner takes money back while the partnership owes debts, that partner may be liable to return those funds to ensure that creditors are paid before any distributions can be made to partners.

If the partnership is facing financial difficulties and liabilities exceed its assets, the return of contributions to a limited partner could be viewed as detrimental to the creditors' priority of payment. Therefore, the limited partner must return the entire amount received if it exceeds their share of the partnership’s available assets. This obligation is grounded in concepts of fairness and the duty to ensure that the interests of creditors are upheld, thus promoting the integrity of the partnership structure.

The other choices do not accurately capture the limited partner's obligations under these circumstances. Claiming no obligation due to a contractually stipulated return ignores the legal principles around partnership liabilities and creditor rights. Furthermore, the notion of returning only excess amounts beyond liabilities would not sufficiently protect creditors, and negotiating a new agreement would not alter the legal duty to return funds under these circumstances.