Congel v. Malfitano
New York Court of Appeals
101 N.E.3d 341 (2018)
Malfitano (defendant), a partner in a general partnership, sent a letter attempting to unilaterally dissolve the partnership effective immediately, even though the partnership agreement required at least 51% partner approval for any partnership action, including dissolution; the remaining partners continued operating the business and sued for breach of the partnership agreement, and the lower courts ruled for the plaintiffs based on New York partnership law's default rules, with Malfitano appealing and arguing the partnership was at-will.
Whether, if a partnership agreement clearly states the means by which the partnership may dissolve, the agreement, and not state partnership law, governs the change in relations between partners and the future of the business.