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

N.Y. Partnership Law § 63 (2026)

Dissolution by decree of court

✓ text as retrieved May 2026 (this copy records no edition or section history)
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§ 63. Dissolution by decree of court. The court shall decree a
dissolution.
  1. On application by or for a partner whenever:
  (a) A partner has been declared incompetent in any judicial proceeding
or is shown to be of unsound mind,
  (b) A partner becomes in any other way incapable of performing his
part of the partnership contract,
  (c) A partner has been guilty of such conduct as tends to affect
prejudicially the carrying on of the business,
  (d) A partner wilfully or persistently commits a breach of the
partnership agreement, or otherwise so conducts himself in matters
relating to the partnership business that it is not reasonably
practicable to carry on the business in partnership with him,
  (e) The business of the partnership can only be carried on at a loss,
  (f) Other circumstances render a dissolution equitable;
  2. On the application of the purchaser of a partner's interest under
sections fifty-three or fifty-four:
  (a) After the termination of the specified term or particular
undertaking,
  (b) At any time if the partnership was a partnership at will when the
interest was assigned or when the charging order was issued.
Notes of Decisions
Cited in 20 cases, 1987–2018 · 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 3× “Defendant answered and interposed several counterclaims, including the allegation that the dissolution precluded the Partnership from refinancing or taking any business actions other than winding up, and a claim for judicial dissolution under Partnership Law § 63 (1). 2…”
Non-Linear Trading Co. v. Braddis Assocs., Inc., 243 A.D.2d 107 (N.Y. App. Div. 1st Dep't 1998). · cites it 2× “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]). As there seems to be no dispute…”
Mehlman v. Avrech, 146 A.D.2d 753 (N.Y. App. Div. 2d Dep't 1989). · cites it 3× “A judicial dissolution is warranted where the circumstances are among those set forth in Partnership Law § 63 (e.g., where a partner is incapacitated, or guilty of misconduct, or where circumstances render dissolution equitable), but is inappropriate where none of the specific…”
In re the Dissolution of 1545 Ocean Avenue, LLC, 72 A.D.3d 121 (N.Y. App. Div. 2d Dep't 2010). “The language of Limited Liability Company Law § 702 appears to be borrowed from Revised Limited Partnership Act (Partnership Law) § 121-802 (dissolution is authorized when it is “not reasonably practicable to carry on the business in conformity with the partnership agreement”)…”
Sriraman v. Patel, 761 F. Supp. 2d 7 (E.D.N.Y. 2011). “See generally N.Y. Partnership Law § 63 (1)(d) (court can order dissolution when a partner “willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably…”
Feffer v. Goodkind, Wechsler, Labaton & Rudoff, 152 Misc. 2d 812 (N.Y. Sup. Ct. 1991). “A judicial dissolution of defendant law firm pursuant to Partnership Law § 63 (1) (c), (d) and (f ; b.”
Mashihi v. 166-25 Hillside Partners, 51 A.D.3d 738 (N.Y. App. Div. 2d Dep't 2008). “To the extent the plaintiffs claim that they are entitled to a judgment dissolving the partnership as requested in their first cause of action pursuant to Partnership Law § 63, that claim is academic since the partnership was previously dissolved by operation of law (see…”
Harshman v. Pantaleoni, 294 A.D.2d 687 (N.Y. App. Div. 3d Dep't 2002). “We have considered defendant’s remaining equitable argument and find it to be without merit, particularly since the parties’ deadlock concerning the sale of the real property equitably warrants termination, rather than continuation, of the partnership (see, Partnership Law § 63…”
220-52 Assocs. v. Edelman, 241 A.D.2d 365 (N.Y. App. Div. 1st Dep't 1997). “The parties also disputed the allegedly disruptive conduct of the respective attorneys during plaintiffs deposition of defendant.”
Congel v. Malfitano, 61 A.D.3d 810 (N.Y. App. Div. 2d Dep't 2009). “*812 Given this result, the Supreme Court also correctly awarded the plaintiffs summary judgment dismissing the first, second, and fourth counterclaims pursuant to which the defendant sought, inter alia, a declaration that his dissolution was accomplished pursuant to Partnership…”
Hausner v. Mendelow, 198 A.D.2d 210 (N.Y. App. Div. 2d Dep't 1993). “—In an action, inter alia, for the dissolution of a partnership pursuant to Partnership Law § 63, the plaintiff appeals from an order of the Supreme Court, Nassau County (Molloy, J.”
Seligson v. Russo, 16 A.D.3d 253 (N.Y. App. Div. 1st Dep't 2005). “The amended complaint, when read as a whole (see CPLR 104, 3026), sufficiently alleges the grounds set forth in Partnership Law § 63 (1) (c) and (d). In light of the 50-50 deadlock between the parties and the consequent inability of the partnership to make any decisions, it was…”
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