N.Y. Laws » CHAPTER Partnership / ARTICLE Dissolution and Winding Up
New York Consolidated Laws

N.Y. Partnership Law § 62 (2026)

Causes of dissolution

✓ text as retrieved May 2026 (this copy records no edition or section history)
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§ 62. Causes of dissolution.  Dissolution is caused:
  1. Without violation of the agreement between the partners,
  (a) By the termination of the definite term or particular undertaking
specified in the agreement,
  (b) By the express will of any partner when no definite term or
particular undertaking is specified,
  (c) By the express will of all the partners who have not assigned
their interests or suffered them to be charged for their separate debts,
either before or after the termination of any specified term or
particular undertaking,
  (d) By the expulsion of any partner from the business bona fide in
accordance with such a power conferred by the agreement between the
partners;
  2. In contravention of the agreement between the partners, where the
circumstances do not permit a dissolution under any other provision of
this section, by the express will of any partner at any time;
  3. By any event which makes it unlawful for the business of the
partnership to be carried on or for the members to carry it on in
partnership;
  4. By the death of any partner;
  5. By the bankruptcy of any partner or the partnership;
  6. By decree of court under section sixty-three.
Notes of Decisions
Cited in 63 cases (4 in the last 5 years), 1980–2023 · leading case: Congel v. Malfitano, 101 N.E.3d 341 (N.Y. 2018).
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Congel v. Malfitano, 101 N.E.3d 341 (N.Y. 2018). · cites it 11× “" Partnership Law § 62 (1) (b) states that a partner may unilaterally dissolve a partnership, without violating the partnership agreement, if "no definite term or particular undertaking is specified" in the agreement and the partnership is therefore "at will.”
In re the Dissolution of 1545 Ocean Avenue, LLC, 72 A.D.3d 121 (N.Y. App. Div. 2d Dep't 2010). · cites it 3× “Such standard, however, is not to be confused with the standard for the judicial dissolution of corporations (see Business Corporation Law §§ 1104, 1104-a) or partnerships (see Partnership Law § 62; see Widewaters Herkimer Co.”
Gelman v. Buehler, 986 N.E.2d 914 (N.Y. 2013). · cites it 6× “Partnership Law § 62 (1) (b) states that a partnership formed by oral agreement may be dissolved unilaterally if “no definite *536 term or particular undertaking is specified” in the underlying agreement.”
In Re Century/ML Cable Venture, 294 B.R. 9 (Bankr. S.D.N.Y. 2003). · cites it 3× “23 However, the Cable Venture and Century argue that there was no dissolution, because the Joint Venture partners had previously agreed on the sole grounds for dissolution (and that a bankruptcy filing by one Joint Venture partners was not one of them), and that an agreement of…”
Congel v. Malfitano, 141 A.D.3d 64 (N.Y. App. Div. 2d Dep't 2016). · cites it 3× “In support of his motion, the defendant contended that he was free to dissolve the partnership under Partnership Law § 62 (1) (b) because the partnership was at will and of indefinite duration.”
Kidz Cloz, Inc. v. Officially for Kids, Inc., 320 F. Supp. 2d 164 (S.D.N.Y. 2004). “6 (citing N.Y. Partnership Law § 62 (l)(b)); see also Ebker v.”
Non-Linear Trading Co. v. Braddis Assocs., Inc., 243 A.D.2d 107 (N.Y. App. Div. 1st Dep't 1998). “Judicial dissolution may be decreed, inter alia, where there is a willful breach of the partnership agreement, where the business can only be carried on at a loss or where equitable considerations mandate (Partnership Law § 63 [1] [d], [e], [f]).”
Gaentner v. Benkovich, 18 A.D.3d 424 (N.Y. App. Div. 2d Dep't 2005). “Assuming that a partnership was indeed created by verbal agreement, the decedent’s death dissolved the partnership by operation of law prior to the commencement of this action (see Partnership Law § 62 [4]). Moreover, the Gaentners may not maintain claims for the sale of…”
Alnwick v. Eur. Micro Holdings, Inc., 281 F. Supp. 2d 629 (E.D.N.Y. 2003). “”) (citing N.Y. Partnership Law § 62 (1)(b)); Ebker v.”
CIP GP 2018, LLC v. Koplewicz, 194 A.D.3d 639 (N.Y. App. Div. 1st Dep't 2021). “Nor is the partnership agreement, as alleged, dissolvable at will, since the complaint alleges a particular undertaking to acquire cannabis testing facilities, including one specifically identified by plaintiff, that could be accomplished at a future time ( see Gelman v Buehler…”
Turner v. Lee (In Re Minton Grp., Inc.), 46 B.R. 222 (S.D.N.Y. 1985). “The partners, it is argued, had no interest in the property but only an interest in the partnership.”
Aaron v. Aaron, 2 A.D.3d 942 (N.Y. App. Div. 3d Dep't 2003). “Supreme Court did not grant plaintiffs motion in its entirety, but ordered that “the relief sought[ ] is granted to the extent that plaintiff is entitled to enforcement of those provisions of the settlement agreement calling for a partition of the partnership” and “[t]hat part…”
Show all 63 citing cases →
N.Y. Partnership Law § 62(4): 1 case
Irish, G. v. Farley, T., No. 483 EDA 2014 (Pa. Super. Ct. Feb. 3, 2015).
N.Y. Partnership Law § 62(5): 1 case
In Re Century/ML Cable Venture, 294 B.R. 9 (Bankr. S.D.N.Y. 2003). “23 However, the Cable Venture and Century argue that there was no dissolution, because the Joint Venture partners had previously agreed on the sole grounds for dissolution (and that a bankruptcy filing by one Joint Venture partners was not one of them), and that an agreement of…”
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