New York Consolidated Laws, Partnership Law - PTR § 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.