Does a unilateral dissolution of a partnership violate the terms of the partnership agreement?

"New York", United States of America

The following excerpt is from Congel v. Malfitano, 101 N.E.3d 341, 31 N.Y.3d 272, 76 N.Y.S.3d 873 (N.Y. 2018):

The Partnership Law provides that dissolution does not violate a partnership agreement if it occurs "[b]y the termination of the definite term or particular undertaking specified in the agreement" ( Partnership Law 62 [1 ] [a] ). For example, if a partnership agreement provides that the agreement will terminate on a certain date, then the dissolution of the partnership on that date will be in accordance with the agreement. Moreover, if "no definite term or particular undertaking is specified" in the partnership agreement, then the partnership is said to be an "at-will" partnership, and a unilateral dissolution "[b]y the express will of any partner" does not violate the partnership agreement ( Partnership Law 62 [1 ] [b] ). "[W]hen a partnership has no definite term or particular objective to be achieved, it may be dissolved at any time by the express will of one or more of the partners" ( Harshman v. Pantaleoni, 294 A.D.2d 687, 741 N.Y.S.2d 348 [3d Dept. 2002] ).

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