Conveyance of Real Property by Partners

  1. Law
  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Partnerships
  5. Conveyance of Real Property by Partners

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  1. Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property if the partnership proves that the partner's act did not bind the partnership under the provisions of Code Section 14-8-9, unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.
  2. Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partnership proves that the partners' act did not bind the partnership under the provisions of Code Section 14-8-9, unless the purchaser or his assignee is a holder for value without knowledge.
  3. Where title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership unless the partnership proves that the act was not one within the authority of the partner under the provisions of Code Section 14-8-9.
  4. Where the title to real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property.

(Code 1981, §14-8-10, enacted by Ga. L. 1984, p. 1439, § 1.)

Law reviews.

- For article surveying real property law in 1984-1985, see 37 Mercer L. Rev. 343 (1985).

COMMENT

Note to Uniform Partnership Act This section sets forth rules governing conveyances of real property out of the partnership. Pursuant to subsection (a), where title is held in the partnership name, legal title may be conveyed by any partner, except that the partnership may recover the property back from the immediate grantee or from a knowing subsequent grantee if it proves the conveyance out of the partnership was not authorized. Where the property is held in individual name, subsections (b) through (d) provide that legal title may be conveyed only if all title holders join in the conveyance. Pursuant to subsection (b), if some of the partners are not title holders, the partnership may recover the property from a knowing grantee if it proves the conveyance out of the partnership was not authorized. Pursuant to subsection (c), if all the title holders do not join in the conveyance, equitable, as distinguished from legal, title passes unless the partnership proves the conveyance out of the partnership was not authorized.

Prior Georgia Law There was no comparable provision. Since the partnership could not hold title to real property (see the Comment to § 14-8-8) property could not be conveyed out of the partnership by one or more partners in partnership name. One case held that property held in the names of individual partners could be conveyed by one partner in an authorized transaction. See Cherry Lake Turpentine Co. v. Lanier Armstrong Co., 10 Ga. App. 339, 73 S.E. 610 (1912).

Official UPA Subsection (2) of the official version has been omitted, consistently with the Florida version of § 10, Fla. Stat. Ann. § 620.605 (Harrison, 1977). This clarifies that the rights of one to whom property held in the partnership name has been conveyed in the partnership name are not subject to a conveyance by a partner in his own name. The individual partner's grantee may, however, have rights against the partnership, including an action for damages. The section has also been revised to refer to all of § 14-8-9 and not merely to subsection (1) of that section. Finally, subsections (a) through (c) have been changed from the official version to clarify that the burden of proof with respect to authority is on the partnership.

Cross-References Definitions of "conveyance" and "real property": § 14-8-2. Definition of "knowledge:" § 14-8-3(a). Modification of "equal dignity" rule: § 14-8-4(g). Determination of property owned by partnership: § 14-8-8. Partner's authority as agent of partnership: § 14-8-9. Authority of partner under statement of partnership: § 14-8-10.1. Partner's conveyance of individual interest in partnership property: § 14-8-25. Right to convey property of dissolved partnership: § 14-8-37.

RESEARCH REFERENCES

C.J.S.

- 68 C.J.S., Partnership, § 207 et seq.

ALR.

- Effect of § 26 of Uniform Partnership Act as converting realty into personalty, 80 A.L.R.2d 1107.


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