§ 121-207. Liability for false statement in certificate. (a) If any\ncertificate of limited partnership, certificate of amendment, or other\ncertificate filed pursuant to this article contains a materially false\nstatement, one who suffers loss by reasonable reliance on the statement\nmay recover damages for the loss from:\n (1) any person who executes the certificate, or causes another to\nexecute it on his behalf, and knew, and any general partner who knew of\nthe filing of such certificate and who knew or should have known with\nthe exercise of reasonable care and diligence, the statement to be false\nin any material respect at the time the certificate was executed; and\n (2) any general partner who thereafter knows of the filing of such\ncertificate and who knows or should have known with the exercise of\nreasonable care and diligence that any arrangement or other fact\ndescribed in the certificate has changed, making the statement false in\nany material respect, if that general partner had ninety days to amend\nor cancel the certificate, or to file a petition for its amendment or\ncancellation before the statement was relied upon.\n (b) No person shall have any liability for failing to cause the\namendment or cancellation of a certificate to be filed or failing to\nfile a petition for its amendment or cancellation, if the certificate or\npetition is filed within ninety days of the time when that person knew\nor should have known that the statement in the certificate was false in\nany material respect.\n
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