§ 121-502 — Liability for contributions

New York § 121-502

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 8-A: Revised Limited Partnership Act

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§ 121-502. Liability for contributions. (a) Except as provided in the\npartnership agreement, a partner is obligated to perform any promise, to\ncontribute cash or property or to perform services which is otherwise\nenforceable in accordance with applicable law, even if he is unable to\nperform because of death, disability or any other reason. Except as\nprovided in the partnership agreement, if a partner does not make any\nrequired contribution of property or services, he is obligated at the\noption of the limited partnership to contribute cash equal to that\nportion of the value, as stated in the partnership records if so stated,\nof the contribution that has not been made. The foregoing option shall\nbe in addition to, and not in lieu of, any other rights, including the\nright to specific performance, that the limited partnership may have\nagainst such partner under the partnership agreement or applicable law.\n (b) Unless otherwise provided in the partnership agreement and except\nas provided in section 121-705 of this article, the obligation of a\npartner to make a contribution or to return money or other property paid\nor distributed in violation of this article may be compromised only by\nconsent of all the partners. Notwithstanding the compromise, a creditor\nof a limited partnership who extends credit in reliance on that\nobligation may enforce the original obligation to the extent he\nreasonably relied on such obligation.\n (c) A partnership agreement may provide that the interest of any\npartner who fails to make any required contribution shall be subject to\nspecified consequences of such failure. Such consequences may take the\nform of reducing or eliminating the defaulting partner's interest in the\nlimited partnership, subordinating his partnership interest to that of\nnondefaulting partners, a forced sale of his partnership interest, the\nlending by other partners of the amount necessary to meet his\ncommitment, a fixing of the value of his partnership interest by\nappraisal or by formula and redemption or sale of his partnership\ninterest at such value, or other consequences.\n