§ 121-205. Execution, amendment or cancellation by judicial act. (a)
If a person required by section 121-204 of this article to execute a
certificate fails or refuses to do so, any partner, and any permitted
assignee of a partnership interest, who is adversely affected by the
failure or refusal may petition the supreme court in the judicial
district in which the office of the limited partnership is located to
direct the execution of the certificate. If the court finds that the
certificate should be executed and that such person has failed or
refused to execute the certificate, it shall order such person to file
an appropriate certificate.

(b) If a person contractually obligated to execute as a limited
partner a partnership agreement of an existing partnership, or any
amendment thereto, fails or refuses to do so, any partner, and any
assignee of a partnership interest, who is adversely affected by the
failure or refusal may petition the supreme court in the judicial
district referred to in subdivision (a) of this section to direct the
execution of the partnership agreement or amendment. If the court finds
that such person has breached a contractual obligation binding upon him
to execute the agreement or amendment, it shall enter an order granting
appropriate relief.