Partnership deadlocks are one of the most painful business situations to navigate. I co-founded a company in 2019 and went through a deadlocked dissolution in 2023, so I can speak from direct experience about what to expect and what options you have.
The first thing to check is whether your partnership agreement has a deadlock resolution mechanism. Common provisions include buy-sell agreements (also called shotgun clauses), mediation or arbitration requirements, or a right of first refusal. If your agreement has any of these, they typically must be followed before you can pursue judicial dissolution.
If your partnership agreement is silent on deadlock resolution, or if you do not have a written agreement at all, your state partnership statute will govern. Most states allow any partner to petition the court for judicial dissolution when the partnership can no longer operate according to its purpose. Under the Revised Uniform Partnership Act, a court can order dissolution when it is not reasonably practicable to carry on the business.
Before going to court, seriously consider mediation. A skilled business mediator can often break deadlocks by helping partners see solutions they could not identify on their own. Mediation is faster, cheaper, and more private than litigation. At 93K in dispute, litigation costs could easily consume a large portion of what you are fighting over.
One more thing: if your partner is taking unilateral actions with partnership assets while you are deadlocked, document everything immediately. Partners owe each other fiduciary duties, and any self-dealing during a deadlock period can result in additional liability for the offending partner.