3.92 2. Dissolution And Winding Up

• Jurisdiction: New York

2. Dissolution and Winding Up

A partnership may be dissolved without violation of the partnership agreement by

1. terminating the term or specific undertaking of the partnership;

2. the express will of any partner when no definite term or undertaking is specified in the partnership agreement;

3. the express will of all the partners who have not either assigned their interests or suffered them to be charged for their separate debt; or

4. the expulsion of any partner from the business in accordance with the terms of the partnership agreement. ⁴⁹²

Dissolution in contravention of the partnership agreement may also be caused by the express will of any partner at any time, by any event that makes the business of the partnership unlawful, by the death of any partner, by the bankruptcy of any partner or of the partnership or by court decree under Partnership Law § 63.⁴⁹³

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