(1) If a person required by § 61-2-204 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition a court of record to direct the execution of the certificate. If the court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.
(2) If a person required to execute a partnership agreement, amendment or cancellation thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the court of record to direct the execution of the partnership agreement, amendment or cancellation thereof. If the court finds that the partnership agreement, amendment or cancellation thereof should be executed and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief.