N.Y. Partnership Law § 121-205: Execution, amendment or cancellation by judicial act

§ 121-205. Execution, amendment or cancellation by judicial act. (a)

If a person required by section 121-204 of this article to execute a

certificate fails or refuses to do so, any partner, and any permitted

assignee of a partnership interest, who is adversely affected by the

failure or refusal may petition the supreme court in the judicial

district in which the office of the limited partnership is located to

direct the execution of the certificate. If the court finds that the

certificate should be executed and that such person has failed or

refused to execute the certificate, it shall order such person to file

an appropriate certificate.

(b) If a person contractually obligated to execute as a limited

partner a partnership agreement of an existing partnership, or any

amendment thereto, fails or refuses to do so, any partner, and any

assignee of a partnership interest, who is adversely affected by the

failure or refusal may petition the supreme court in the judicial

district referred to in subdivision (a) of this section to direct the

execution of the partnership agreement or amendment. If the court finds

that such person has breached a contractual obligation binding upon him

to execute the agreement or amendment, it shall enter an order granting

appropriate relief.