## Partnership disputes in New York Business partnerships often start friendly and end ugly. New York's partnership statute provides default rules — but a written **partnership agreement** can override most defaults. Disputes happen when partners disagree, leave, or do something one of the others objects to. ### New York statute New York Partnership Law (older UPA). ## Common partnership-dispute scenarios **1. Management deadlock.** Equal partners disagreeing on direction. Common in 50/50 partnerships without tie-breaker mechanisms. **2. Capital contribution disputes.** Partners disagreeing on whether contributions were equal, what they were valued at, or whether someone owes more. **3. Profit / loss division.** Disagreement over how profits should be split given different work levels or capital contributions. **4. Withdrawal / buyout.** Partner wants to leave; remaining partners disagree on price, terms, or process. **5. Death or incapacity.** What happens when a partner dies or becomes incapacitated. **6. Fiduciary-duty breaches.** Self-dealing, taking partnership opportunities for personal benefit, conflicts of interest. **7. Allegations of fraud or misappropriation.** One partner taking money or assets without authorization. **8. Spousal involvement.** Partner's spouse claiming community-property rights in community-property states. **9. Bringing in new partners.** Disagreement on dilution. **10. Sale of business / dissolution.** When partners disagree on whether or how to wind down. ## Default rules under uniform partnership statutes Without an agreement, most state statutes say: - **Equal management rights** — even if capital contributions are unequal - **Equal profit / loss division** — even if work or capital is unequal - **Equal voting rights** for ordinary decisions - **Unanimous approval** for fundamental changes (admit new partner, dissolve, change in business) - **Each partner is an agent** — can bind the partnership in business - **Joint and several liability** — each partner personally liable for partnership debts and torts - **Indefinite duration** — "at-will" — any partner can dissolve These default rules cause many disputes — the partner with more capital often expects more control / share than the statute provides. ## Fiduciary duties between partners Partners owe each other: **Duty of loyalty:** - No competing with the partnership - No taking partnership opportunities personally - No self-dealing without disclosure and consent - Account for any benefit derived from partnership business **Duty of care:** - Refrain from gross negligence, reckless conduct, intentional misconduct, or knowing violations of law - (Lower standard than corporate director / officer fiduciary duty) **Duty of good faith and fair dealing:** - Act consistent with the partnership agreement and the partnership's reasonable expectations ## Dissolution events Most partnership statutes recognize dissolution events: - **Express will** of any partner (in at-will partnerships) - **Expiration of stated term** - **Completion of stated purpose** - **Unanimous agreement** - **Court order** for cause (deadlock, breach, impossibility) - **Death or bankruptcy** of a partner (depends on agreement) - **Unlawfulness of partnership business** ## Two-step process: dissolution + winding up **Dissolution** is the legal event that triggers the end of the partnership. **Winding up** is the actual process of paying debts, collecting receivables, distributing remaining assets. Partners can usually continue operating during winding up — but ordinary business operations are limited. ## Buyout / continuation rights Many state statutes (and most partnership agreements) provide alternatives to dissolution: - **Buyout of withdrawing partner** — at fair market value or formula - **Continuation by remaining partners** — partnership continues with reduced membership - **Right of first refusal** for departing partner's interest ## Common defenses to claims of breach - **Authorized by partnership agreement** - **Authorized by majority / supermajority** - **Disclosure + consent** for self-dealing - **Statute of limitations** - **Estoppel** — other partners' acquiescence - **No damages** — even if breach occurred ## Remedies - **Accounting** — formal review of partnership finances - **Damages** — for fiduciary breaches - **Injunction** — to stop harmful conduct - **Disgorgement** — return of improperly obtained gains - **Removal / expulsion** of partner (often per agreement) - **Dissolution** — court-ordered if cause exists - **Receivership** — neutral third party manages during litigation ## Why partnership agreements matter so much A written agreement should address: 1. Capital contributions 2. Profit / loss split 3. Management structure 4. Voting rights for various decision types 5. Compensation / draws / distributions 6. Tax allocations 7. Buyout valuation method 8. Death / disability provisions 9. Dispute resolution (mediation / arbitration) 10. Non-compete / non-solicit 11. Confidentiality 12. Books and records access 13. New partners / dilution 14. Transfer restrictions 15. Term / dissolution events Without an agreement, default statutes apply — and they're usually NOT what the partners would have agreed to. ## What you should do Whether you're entering, leaving, or in dispute about a New York partnership: get a business attorney involved EARLY. The cost of getting an agreement done right is small compared to the cost of litigating without one. Most New York business attorneys offer paid initial consultations — and many handle complex partnership disputes on hourly basis with retainer. --- *This guide is general information about New York law as of early 2026 and is not legal advice. Partnership law is heavily fact-driven and depends on agreement language. Talk to a licensed New York business attorney about your specific situation.*