N.Y. Partnership Law § 121-207: Liability for false statement in certificate

§ 121-207. Liability for false statement in certificate. (a) If any

certificate of limited partnership, certificate of amendment, or other

certificate filed pursuant to this article contains a materially false

statement, one who suffers loss by reasonable reliance on the statement

may recover damages for the loss from:

(1) any person who executes the certificate, or causes another to

execute it on his behalf, and knew, and any general partner who knew of

the filing of such certificate and who knew or should have known with

the exercise of reasonable care and diligence, the statement to be false

in any material respect at the time the certificate was executed; and

(2) any general partner who thereafter knows of the filing of such

certificate and who knows or should have known with the exercise of

reasonable care and diligence that any arrangement or other fact

described in the certificate has changed, making the statement false in

any material respect, if that general partner had ninety days to amend

or cancel the certificate, or to file a petition for its amendment or

cancellation before the statement was relied upon.

(b) No person shall have any liability for failing to cause the

amendment or cancellation of a certificate to be filed or failing to

file a petition for its amendment or cancellation, if the certificate or

petition is filed within ninety days of the time when that person knew

or should have known that the statement in the certificate was false in

any material respect.