N.Y. Laws » CHAPTER Partnership / ARTICLE Relations of Partners to Persons Dealing With the Partnership
New York Consolidated Laws

N.Y. Partnership Law § 27 (2026)

Partner by estoppel

✓ text as retrieved May 2026 (this copy records no edition or section history)
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§ 27. Partner by estoppel.  1. When a person, by words spoken or
written or by conduct, represents himself, or consents to another
representing him to any one, as a partner in an existing partnership or
with one or more persons not actual partners, he is liable to any such
person to whom such representation has been made, who has, on the faith
of such representation, given credit to the actual or apparent
partnership, and if he has made such representation or consented to its
being made in a public manner he is liable to such person, whether the
representation has or has not been made or communicated to such person
so giving credit by or with the knowledge of the apparent partner making
the representation or consenting to its being made.
  (a) When a partnership liability results, he is liable as though he
were an actual member of the partnership.
  (b) When no partnership liability results, he is liable jointly with
the other persons, if any, so consenting to the contract or
representation as to incur liability, otherwise separately.
  2. When a person has been thus represented to be a partner in an
existing partnership, or with one or more persons not actual partners,
he is an agent of the persons consenting to such representation to bind
them to the same extent and in the same manner as though he were a
partner in fact, with respect to persons who rely upon the
representation. Where all the members of the existing partnership
consent to the representation, a partnership act or obligation results;
but in all other cases it is the joint act or obligation of the person
acting and the persons consenting to the representation.
Notes of Decisions
Cited in 16 cases (1 in the last 5 years), 1986–2024 · leading case: First Am. Corp. v. Price Waterhouse LLP, 988 F. Supp. 353 (S.D.N.Y. 1997).
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First Am. Corp. v. Price Waterhouse LLP, 988 F. Supp. 353 (S.D.N.Y. 1997). · cites it 3× “s spoken or written or by conduct, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual partners, he is hable to any such person to whom such representation has been made, who has,…”
Ranieri v. Leavy, 180 A.D.2d 723 (N.Y. App. Div. 2d Dep't 1992). · cites it 4× “The appellants, in opposition, asserted that "the only dealings those plaintiffs have had were with Majestic Marine, Inc.”
Gibraltar Steel Corp. v. Gibraltar Metal Processing, 19 A.D.3d 1141 (N.Y. App. Div. 4th Dep't 2005). “In addition, the complaint, viewed together with the evidentiary material submitted by plaintiff in support thereof (see Leon, 84 NY2d at 88 ), is sufficient to plead partnership by estoppel as a theory of liability (see generally Partnership Law § 27). Present—Hurlbutt, J.”
Royal Bank & Trust Co. v. Weintraub, Gold & Alper, 497 N.E.2d 289 (N.Y. 1986). “Whether or not the partnership of Weintraub, Gold & Alper continued in 1977 despite the intent of its members is an issue we need not resolve, for a partner who makes, and consents to, continued representations that a partnership in fact exists is estopped to deny that a…”
Cmty. Capital Bank v. Fischer, 47 A.D.3d 667 (N.Y. App. Div. 2d Dep't 2008). ““In essence, Partnership Law § 27 provides that a person is estopped from denying the existence of a partnership when he, by words spoken or written or by conduct, represents himself, or consents that another represent him, as a partner in an existing partnership” (Fleet Bank NH…”
99 Realty Co. v. Eikenberry, 242 A.D.2d 215 (N.Y. App. Div. 1st Dep't 1997). “As to defendant Futterman’s argument that he was no longer a partner of the tenant law firm at the time the lease was executed, having previously, by written agreement, withdrawn as a partner, issues as to whether he was a partner by estoppel (see, Partnership Law § 27; Royal…”
Fleet Bank NH v. Royall, 218 A.D.2d 727 (N.Y. App. Div. 2d Dep't 1995). · cites it 2× “The plaintiff then sought, and obtained, judgment only against Royall, on the theory that he was a partner by estoppel in East Wilder under Partnership Law § 27.”
Semi-Tech Litig., L.L.C. v. Ting, 13 A.D.3d 185 (N.Y. App. Div. 1st Dep't 2004). “They were chargeable, at this pleading juncture, to Ernst & Young International, despite its position that the Ernst & Young entities are not an actual partnership, based on its representations (see Partnership Law § 27; Royal Bank & Trust Co.”
JLG Architectural Prods., LLC v. WDF, Inc., 87 A.D.3d 681 (N.Y. App. Div. 2d Dep't 2011). “Furthermore, the subcontracts provided that, “[r]elying upon these and other comparable representations and inducement,” WDF “agrees to the terms and conditions set forth” in the subcontracts.”
Propoco, Inc. v. Ostreicher, 119 A.D.2d 740 (N.Y. App. Div. 2d Dep't 1986). “As a matter of law, therefore, Ostreicher could not be found to be a partner of the nursing home by estoppel, and Special Term erred in failing to grant his motion for summary judgment dismissing the complaint as against him (see, Partnership Law § 27; Mulvey v Hamilton, 57 AD2d…”
Grutman Katz Greene & Humphrey v. Goldman, 251 A.D.2d 7 (N.Y. App. Div. 1st Dep't 1998). “r, since Grutman Katz Greene & Humphrey was the name used by plaintiff in the title of this action and a person who has represented himself to be a partner in an existing partnership is an agent of the persons consenting to such representation and binds them to the same extent…”
DeCristofaro v. Nest Seekers E. End, LLC, No. 2017 NYSlipOp 50074(U) (N.Y. Sup. Ct. Jan. 11, 2017). · cites it 4× “The doctrine of partnership by estoppel provides that a person is estopped from denying the existence of a partnership when he, by words spoken or written or by conduct, represents himself or consents to another representing him as a partner in an existing partnership…”
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