Partnership rules are not corporate rules
A general partnership, a limited partnership, and a limited liability partnership are each governed by partnership law and their own agreements, which differ in important ways from the rules for corporations and LLCs. Partners generally owe each other duties of loyalty and good faith, and New York courts have long treated those duties seriously. In an ordinary general partnership, partners can be personally exposed for partnership debts, which can make a dispute more urgent if the business is struggling. A partner's departure may dissolve the partnership or trigger buyout terms, depending on the agreement and the type of partnership. These structural questions often frame the claims before any facts are argued.
Accounts, draws, and valuation
Many partnership cases turn on an accounting: a reconstruction of capital contributions, distributions, draws, expenses, and what each partner is owed. Gather the partnership agreement and amendments, partnership tax returns and the partners' K-1 forms, bank statements, and the books for the relevant years, along with any correspondence about compensation or draws. Where the agreement sets a valuation method for a departing partner's interest, the dispute often shifts to how that method is applied. Where it is silent, competing valuations by accountants or appraisers become central. Keep copies of records you already have legitimate access to, and ask before taking anything more.
How the litigation is framed
Partnership dispute litigation may seek an accounting, damages for breach of fiduciary duty, enforcement of the agreement's buyout terms, or a court-supervised dissolution and winding up. Some agreements require arbitration, which can move the entire case out of court. In a first consultation we review the agreement, the financial records you have, and the events that triggered the dispute, and we talk about whether your goal is to recover money, exit cleanly, or keep the business running. We also look at how clients, employees, and lenders will be affected while the case is pending. Early clarity on those points shapes whether to file, negotiate, or both.
