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EDITOR'S SYNOPSIS: In this student note, the author considers the problems related to the transfer of real estate owned by a partnership. He examines the effect of the Uniform Partnership Act (UPA) on transfers of title and discusses the ways in which the proposed Revised Uniform Partnership Act (RUPA) will modify the U
I. INTRODUCTION
In 1914, the National Conference of Commissioners on Uniform State Laws (NCCUSL) approved the first Uniform Partnership Act (UPA).(1) Among other concerns, the UPA has given practitioners useful guidance relating to partnership real estate transactions. Specifically, the UPA addressed the problems associated with title transfer and, in doing so, completely rewrote the law of partnership real property transactions. At common law, courts refused to recognize partnerships as legal entities, and consequently partners rather than partnerships held title to all property used by the partnership.(2) The UPA reversed this common law rule by permitting "(a)ny estate in real property (to) be acquired in the partnership name."(3)
The UPA recognizes four ways that title to partnership real property can be held: (1) in the partnership name, (2) in the names of some, but not all, of the partners, (3) in the names of all of the partners, and (4) in the name of a third person in trust for the partnership.(4) If the partnership decides to sell its property, a valid conveyance occurs when the title holder, acting with authority, executes a deed. Conveyance problems arise when a partner executes a deed without the proper signatures or without the proper authority.
Forty-nine states and the District of Columbia have adopted the UPA.(5) Although some states have modified the original language of various sections,(6) the UPA remains an essential tool for conducting day-to-day partnership transactions. However, despite its widespread use and acceptance, the UPA is still the object of much criticism. This criticism induced NCCUSL to consider revising the UPA. In January 1988, NCCUSL's Drafting Committee held its first meeting to begin drafting the Revised Uniform Partnership Act (RUPA).(7) The initial drafts of RUPA made substantial changes to the UPA sections governing the transfer of partnership property, incorporating entirely new methods for the orderly transfer of title.(8) Because the Drafting Committee has nearly completed and intends to recommend RUPA to NCCUSI, for...