Legal Question in Business Law in California

One would sure think so, so I would say yes. 4 years for written contract, 2 years for oral contract.

Statutes of limitations are time limits within which lawsuits may be brought. A general partner's decision to reduce the amount of future distributions, for whatever reason, is not the bringing of a lawsuit.

Instead, I believe, the limited partners need to look elsewhere to form an opinion as to whether the general partner may change its distribution policy.

First, a lawyer with limited-partnership experience should review the partnership agreement and any modifications to it for an understanding of all provisions relating to the making of distributions. The lawyer should consider the source, nature and impact of the general partner's mistake - was it a breach of fiduciary duty, an innocent mistake, bad judgment (and if so, was it within the business judgment rule's tolerance)? Was the law violated, e.g., by a distribution in excess of distributable profits?

Then, one might investigate whether the general partner can and/or ought to be removed.

The remaining life of the partnership should be considered. When will it terminate, or under what conditions can it be rolled up? Is the general partner in a position to profit from the residuals? How many limited partners are there, and do they know each other and can they cooperate?

There is a general rule of law regarding mistaken accidental overpayments on a contract. The recipient is required to return the overpayment unless two things are true: (1) the recipient innocently accepted the overpayments, not knowing or suspecting that he was being paid too much, and (2) the recipient has materially changed his financial position in justifiable reliance on the correctness of the amount received. My guess is that the limited partners will meet both tests, but other factors (many mentioned above) will probably control what the general partner may, or even must, do in the circumstances, and whether it is culpable of some breach of duty.