N.Y. Partnership Law § 121-205

§ 121-205. Execution, amendment or cancellation by judicial act. (a)\nIf a person required by section 121-204 of this article to execute a\ncertificate fails or refuses to do so, any partner, and any permitted\nassignee of a partnership interest, who is adversely affected by the\nfailure or refusal may petition the supreme court in the judicial\ndistrict in which the office of the limited partnership is located to\ndirect the execution of the certificate. If the court finds that the\ncertificate should be executed and that such person has failed or\nrefused to execute the certificate, it shall order such person to file\nan appropriate certificate.\n (b) If a person contractually obligated to execute as a limited\npartner a partnership agreement of an existing partnership, or any\namendment thereto, fails or refuses to do so, any partner, and any\nassignee of a partnership interest, who is adversely affected by the\nfailure or refusal may petition the supreme court in the judicial\ndistrict referred to in subdivision (a) of this section to direct the\nexecution of the partnership agreement or amendment. If the court finds\nthat such person has breached a contractual obligation binding upon him\nto execute the agreement or amendment, it shall enter an order granting\nappropriate relief.\n