Partnership Property Issues

Question 1

partnership property

Answer 1

everything the parrtnership owns, including capital and property subsequently acquired in partnership transaction

Question 2

partnership capital

Answer 2

property or money contributed by each partner for purposes of carrying on the partnership business

Question 3

rules for determining partnership property

Answer 3

1. Property DEEMED to be partnership property: If property is acquired in the partnership’s name; or property acquired in partner’s name where it’s apparent from the document that they are acting for a partnership
2. Property PRESUMED to be partnership property:
   Under RUPA, property is rebuttably presumed if it was purchased with partnership funds, regardless of title name
3. Property PRESUMED to be PARTNER’s separate property:
   Under RUPA, property is rebuttably presumed if (1) held in name of one or more partners; (2) the instrument of transfer gives no indication partner is acting for partnership; and (3) partnership funds were not used to acquire property

Question 4

Untitled Property - CL Criteria

Answer 4

In cases not goverened by RUPA, in determining whether property is partnership property, courts will look to the following common law criteria:
1. acquisition of the property with partnership funds
2. use of the property buy the partnership in conducting the business
3. entry of the propery in the partnership books as a partnership assets
4. a close relationship between the property and the business operations of the partnership
5. improvement of the property with partnership funds
6. maintenance of the property with partnership funds

Question 5

how to detemrine whether property is partnership property under RUPA: analysis breakdown

Answer 5

1. was property titled in the partnership name?
   * Yes - partnership property.
   * No - go to #2.
2. was the property titled in the name of one or more partners with an indication of the person’s capacity as a partner or the existence of a partnership?
   * Yes -partnership property.
   * No - go to #3.
3. was the property purchased with partnership funds?
   * Yes - presumption of partnership property
   * No - presumption of separate property

Question 6

rights in partnership property

Answer 6

partners have totally unrestricted rights. however: partner is not a co-owner of property and thus cannot transfer. partner may use property for partnership purposes.

Question 7

partner’s ownership interest in partnership

Answer 7

called “partnership interest” - it’s personal property of the partner, but comes with restrictions.

partnership interest = management rights & financial rights (management rights can’t be transferred, financial rights can be)