N.Y. Laws » CHAPTER Partnership / ARTICLE Dissolution and Winding Up
New York Consolidated Laws

N.Y. Partnership Law § 67 (2026)

Effect of dissolution on partner's existing liability

✓ text as retrieved May 2026 (this copy records no edition or section history)
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§ 67. Effect of dissolution on partner's existing liability.  1. The
dissolution of the partnership does not of itself discharge the existing
liability of any partner.
  2. A partner is discharged from any existing liability upon
dissolution of the partnership by an agreement to that effect between
himself, the partnership creditor and the person or partnership
continuing the business; and such agreement may be inferred from the
course of dealing between the creditor having knowledge of the
dissolution and the person or partnership continuing the business.
  3. Where a person agrees to assume the existing obligations of a
dissolved partnership, the partners whose obligations have been assumed
shall be discharged from any liability to any creditor of the
partnership who, knowing of the agreement, consents to a material
alteration in the nature or time of payment of such obligations.
  4. The individual property of a deceased partner shall be liable for
those obligations of the partnership incurred while he was a partner and
for which he was liable under section twenty-six of this chapter but
subject to the prior payment of his separate debts.
Notes of Decisions
Cited in 3 cases, 1993–1998 · leading case: Koffman v. Smith, 682 A.2d 1282 (Pa. Super. Ct. 1996).
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Koffman v. Smith, 682 A.2d 1282 (Pa. Super. Ct. 1996). “” N.Y. Partnership Law § 67 (McKinney 1988).”
Mudge Rose Guthrie Alexander & Ferdon v. Pickett, 11 F. Supp. 2d 449 (S.D.N.Y. 1998). “N.Y. Partnership L. § 67 . Accord, e.g., Detrio v.”
Bank of New York v. Midland Avenue Dev., 193 A.D.2d 641 (N.Y. App. Div. 2d Dep't 1993). “, 56 NY2d 175, 183-184 ; Partnership Law § 67 [3]). Moreover, it is apparent from the "affidavits submitted in opposition to the motion that facts essential to justify opposition may exist” but that disclosure is needed (CPLR 3212 [f]).”
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