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Are you incorporated in New york as well?
Bear with me while I do a little research.
So in the absence of company bylaws then this statute sort of fills in the gaps and acts as your bylaws. http://codes.findlaw.com/ny/business-corporation-law/#!tid=NF98FFA8C4B984D4F917A55210E14789C
To answer your question Take a look at article 10. It is very basic that you as a majority shareholder can vote to terminate the company but you have to pay the shareholder after all expenses are addressed.
I hope this helps.
Sorry I misunderstood when you said you want to amicably end the partnership. You cannot force a minority shareholder unless your bylaws are explicit in allowing it and you do not have by laws. It has to be by agreement unfortunately.
Let me know if you have any other questions otherwise a positive rating of 5 stars would be greatly appreciated.
One idea would be to enact bylaws that have a buy out provision based on the vote of a majority.
Your injunction is not asking for the judge to decide this. You're asking him to order them to comply with the arbitration procedures in your bylaws. Arbitrator would decide the outcome of your dispute.
Most likely he would order mediation so that you guys could settle or he would dissolve the company and simply divide any assets by your ownership percentages
Let me know if you have any additional questions otherwise a positive rating would be greatly appreciated.