Section 121-207. Liability for false statement in certificate  


Latest version.
  • (a) If any
      certificate of limited partnership, certificate of amendment,  or  other
      certificate  filed  pursuant to this article contains a materially false
      statement, one who suffers loss by reasonable reliance on the  statement
      may recover damages for the loss from:
        (1)  any  person  who  executes  the certificate, or causes another to
      execute it on his behalf, and knew, and any general partner who knew  of
      the  filing  of  such certificate and who knew or should have known with
      the exercise of reasonable care and diligence, the statement to be false
      in any material respect at the time the certificate was executed; and
        (2) any general partner who thereafter knows of  the  filing  of  such
      certificate  and  who  knows  or  should have known with the exercise of
      reasonable care  and  diligence  that  any  arrangement  or  other  fact
      described  in the certificate has changed, making the statement false in
      any material respect, if that general partner had ninety days  to  amend
      or  cancel  the  certificate, or to file a petition for its amendment or
      cancellation before the statement was relied upon.
        (b) No person shall have  any  liability  for  failing  to  cause  the
      amendment  or  cancellation  of  a certificate to be filed or failing to
      file a petition for its amendment or cancellation, if the certificate or
      petition is filed within ninety days of the time when that  person  knew
      or  should have known that the statement in the certificate was false in
      any material respect.