2006 New York Code - 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.