2023 New York Laws › PTR - Partnership › Article 6 - Dissolution and Winding Up. › 72 - Liability of Persons Continuing the Business in Certain Cases.

§  72.  Liability of persons continuing the business in certain cases.
  1. When any new partner is admitted into  an  existing  partnership,  or
  when  any  partner  retires  and  assigns  (or the representative of the
  deceased partner assigns) his rights in partnership property to  two  or
  more  of the partners, or to one or more of the partners and one or more
  third persons, if the business is continued without liquidation  of  the
  partnership affairs, creditors of the first or dissolved partnership are
  also creditors of the partnership so continuing the business.
2.  When  all but one partner retire and assign (or the representative
  of a deceased partner assigns) their rights in partnership  property  to
  the remaining partner, who continues the business without liquidation of
  partnership  affairs,  either  alone  or  with  others, creditors of the
  dissolved partnership are also creditors of the person or partnership so
  continuing the business.
3. When any partner retires or dies and the business of the  dissolved
  partnership  is  continued  as  set forth in subdivisions one and two of
  this  section,  with  the  consent  of  the  retired  partners  or   the
  representative  of  the  deceased partner, but without any assignment of
  his right in partnership property, rights of creditors of the  dissolved
  partnership and of the creditors of the person or partnership continuing
  the business shall be as if such assignment had been made.
4.  When all the partners or their representatives assign their rights
  in partnership property to one or more third persons who promise to  pay
  the  debts  and  who continue the business of the dissolved partnership,
  creditors of the dissolved partnership are also creditors of the  person
  or partnership continuing the business.
5.  When any partner wrongfully causes a dissolution and the remaining
  partners  continue  the  business  under  the  provisions   of   section
  sixty-nine,  paragraph  (b)  of  subdivision  two,  either alone or with
  others, and without liquidation of the partnership affairs, creditors of
  the  dissolved  partnership  are  also  creditors  of  the   person   or
  partnership continuing the business.
6.  When a partner is expelled and the remaining partners continue the
  business either  alone  or  with  others,  without  liquidation  of  the
  partnership  affairs,  creditors  of  the dissolved partnership are also
  creditors of the person or partnership continuing the business.
7. The  liability  of  a  third  person  becoming  a  partner  in  the
  partnership  continuing the business under this section to the creditors
  of the dissolved partnership  shall  be  satisfied  out  of  partnership
  property only.
8.  When  the business of a partnership after dissolution is continued
  under any conditions set forth in this  section  the  creditors  of  the
  dissolved partnership, as against the separate creditors of the retiring
  or  deceased partner or the representative of the deceased partner, have
  a prior right to any claim of the retired partner or the  representative
  of the deceased partner against the person or partnership continuing the
  business,  on  account  of the retired or deceased partner's interest in
  the dissolved partnership or on account of  any  consideration  promised
  for such interest or for his right in partnership property.
9.  Nothing  in  this  section  shall  be  held to modify any right of
  creditors to set aside any assignment on the ground of fraud.
10. The use by the person or partnership continuing  the  business  of
  the partnership name, or the name of a deceased partner as part thereof,
  shall not of itself make the individual property of the deceased partner
  liable for any debts contracted by such person or partnership.