New York Consolidated Laws

N.Y. Partnership Law § 4 (2026)

Rules of construction

✓ current as of May 2026

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§ 4. Rules of construction. 1. The rule that statutes in derogation of
the common law are to be strictly construed shall have no application to
this chapter.
  2. The law of estoppel shall apply under this chapter.
  3. The law of agency shall apply under this chapter.
  4. This chapter shall be so interpreted and construed as to effect its
general purpose to make uniform the law of those states which enact it.
  5. This chapter shall not be construed so as to impair the obligations
of any contract existing when the chapter goes into effect, nor to
affect any action or proceedings begun or right accrued before this
chapter takes effect.

Notes of Decisions

Cited in 13 cases (1 in the last 5 years), 1989–2024 · leading case: Dev. Specialists, Inc. ex rel. Coudert Bros. LLP v. Akin Gump Strauss Hauer & Feld LLP, 480 B.R. 145 (S.D.N.Y. 2012).

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Dev. Specialists, Inc. ex rel. Coudert Bros. LLP v. Akin Gump Strauss Hauer & Feld LLP, 480 B.R. 145 (S.D.N.Y. 2012). · cites it 2× “Partnership Law § 4(4) instructs New York courts to adopt interpretations of its provisions that conform to other UPA states, so were there no New York precedent addressing the question, the presumption of uniformity with other state’s interpretations would point to the same…”

Geron v. Seyfarth Shaw LLP, 20 N.E.3d 264 (NY 2014). “Because client matters are not partnership property, the trustees’ reliance on Partnership Law § 4 (4) is misplaced. As the District Court Judge in Geron *29 pointed out, “[t]he purpose of [the] UPA is to harmonize partners’ duties regarding partnership property, not to…”

Bogoni v. Friedlander, 197 A.D.2d 281 (N.Y. App. Div. 1994). “” Not only is plaintiff’s contention contrary to statute, which upholds a transfer of title by a partner possessing the apparent authority to make it (Partnership Law § 4 [3]; § 20 [1]), it discounts formal judicial admissions made by plaintiff which had not been amended as of…”

Cinema North Corp., Cross-Appellee v. Plaza at Latham Assocs. & Hoyt's Cinema Corp., Cross-Appellants, 867 F.2d 135 (2d Cir. 1989). “New York’s Partnership Law provides: “The law of agency shall apply under this chapter”, and “[e]very partner is an agent of the partnership for the purpose of its business, and the act of every partner, *141 * * * binds the partnership * * N.”

Griffith Energy, Inc. v. Evans, 85 A.D.3d 1564 (N.Y. App. Div. 2011). “Partnerships are governed by the law of agency (see Partnership Law § 4 [3]) and, pursuant to Partnership Law § 26 (a) (2), “all partners are liable .”

Dev. Specialists, Inc. v. Akin Gump Strauss Hauer & Feld LLP, 477 B.R. 318 (S.D.N.Y. 2012). · cites it 2× “Partnership Law § 4(4) instructs New York courts to adopt interpretations of its provisions that conform to other UPA states, so were there no New York precedent addressing the question, the presumption of uniformity with other state’s interpretations would point to the same…”

Kirsch v. Leventhal, 181 A.D.2d 222 (N.Y. App. Div. 1992). “Ascribing a value to pending contingent fee personal injury files as a partnership asset in dissolution is the prevailing position in other States which, like New York, have adopted the Uniform Partnership Act (hereinafter UPA) and, thus, such decisional application of the UPA…”

Dwyer v. Nicholson, 193 A.D.2d 70 (N.Y. App. Div. 1993). “We agree with the Third Department and with the courts in other jurisdictions which have held that such cases do constitute partnership assets (see, Partnership Law § 4; Bader v Cox, 701 SW2d 677 [Tex]; Ellerby v Spiezer, 138 I11 App 3d 77, 485 NE2d 413 ; Resnick v Kaplan, 49 Md…”

Beizer v. Bunsis, 38 A.D.3d 813 (N.Y. App. Div. 2007). “Partnerships are governed by the laws of agency (see Partnership Law § 4 [3]). “A partner is the agent of the partnership and his acts may be adopted and enforced by the partnership as its own” (Bennett Dairy v Putney, 46 AD2d 1010 [1974]).”

Metcalf v. Safirstein Metcalf, LLP, 2024 NY Slip Op 34380(U) (N.Y. Sup. Ct., New York Cty. 2024). “Importantly, however, the Court of Appeals in In re Thelen explicitly rejected that client matter·s constitute firm property for purposes of the "unfinished business doctrine" (see In re Thelen, 24 NY3d at 28·29 [explaining that "[b]ecause client matters are not partnership…”

In re: Coudert Bros. LLP / Dev. Specialists, Inc. / K&L Gates LLP / Akin Gump Strauss Hauer & Feld LLP, In re: Thelen LLP / Yann Geron, as Chapter 7 Tr. of the Est. of Thelen LLP v. Seyfarth Shaw LLP (NY 2014). “Because client matters are not partnership property, the trustees' reliance on Partnership Law § 4 (4) is misplaced. As the District Court Judge in Geron pointed out, "[t]he purpose of [the] UPA is to harmonize partners' duties regarding partnership property, not to delineate…”

Griffith Energy, Inc. v. Evans, Joann (N.Y. App. Div. 2011). “Partnerships are governed by the law of agency (see Partnership Law § 4 [3]) and, pursuant to Partnership Law § 26 (a) (2), “all partners are liable .”

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— N.Y. Partnership Law § 4(4) — 3 cases

Dev. Specialists, Inc. ex rel. Coudert Bros. LLP v. Akin Gump Strauss Hauer & Feld LLP, 480 B.R. 145 (S.D.N.Y. 2012). “Partnership Law § 4(4) instructs New York courts to adopt interpretations of its provisions that conform to other UPA states, so were there no New York precedent addressing the question, the presumption of uniformity with other state’s interpretations would point to the same…”

Dev. Specialists, Inc. v. Akin Gump Strauss Hauer & Feld LLP, 477 B.R. 318 (S.D.N.Y. 2012). “Partnership Law § 4(4) instructs New York courts to adopt interpretations of its provisions that conform to other UPA states, so were there no New York precedent addressing the question, the presumption of uniformity with other state’s interpretations would point to the same…”

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