N.Y. Partnership Law § 121-502: Liability for contributions

§ 121-502. Liability for contributions. (a) Except as provided in the

partnership agreement, a partner is obligated to perform any promise, to

contribute cash or property or to perform services which is otherwise

enforceable in accordance with applicable law, even if he is unable to

perform because of death, disability or any other reason. Except as

provided in the partnership agreement, if a partner does not make any

required contribution of property or services, he is obligated at the

option of the limited partnership to contribute cash equal to that

portion of the value, as stated in the partnership records if so stated,

of the contribution that has not been made. The foregoing option shall

be in addition to, and not in lieu of, any other rights, including the

right to specific performance, that the limited partnership may have

against such partner under the partnership agreement or applicable law.

(b) Unless otherwise provided in the partnership agreement and except

as provided in section 121-705 of this article, the obligation of a

partner to make a contribution or to return money or other property paid

or distributed in violation of this article may be compromised only by

consent of all the partners. Notwithstanding the compromise, a creditor

of a limited partnership who extends credit in reliance on that

obligation may enforce the original obligation to the extent he

reasonably relied on such obligation.

(c) A partnership agreement may provide that the interest of any

partner who fails to make any required contribution shall be subject to

specified consequences of such failure. Such consequences may take the

form of reducing or eliminating the defaulting partner's interest in the

limited partnership, subordinating his partnership interest to that of

nondefaulting partners, a forced sale of his partnership interest, the

lending by other partners of the amount necessary to meet his

commitment, a fixing of the value of his partnership interest by

appraisal or by formula and redemption or sale of his partnership

interest at such value, or other consequences.