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Massachusetts Agencies

Partnerships

Partnerships

At common law title taken in the name of the individual partners vested them as tenants in common. This is changed by G.L.c. 108A, §25, which now vests title in the partners as tenants in partnership, a joint tenancy of sorts. Therefore, when a partner dies, and the partnership technically dissolves, the title to specific partnership property[1] vests in the remaining partners as surviving joint owners, subject of course to the requirement that such surviving partners are bound to account for it and the proceeds it produces in connection with the payment of the partnership debts and the settlement of the partnership accounts. Accordingly, in those instances where title was taken in the names of the individuals as co-partners, thus creating a tenancy in partnership, the surviving partner can now convey out. In those instances where title was taken in the partnership name it must be conveyed out in that name. See G.L.c. 108A, §8. See generally, Park, Massachusetts Practice, Real Estate Law, §58. Accord, Massachusetts Conveyancers' Title Standard No. 44.

It appears that tenancies in partnership are not subject to partition. See Webber v. Rosenberg, 318 Mass. 768, 64 N.E.2d 98 (1946). In Webber it was said that the enactment of the Uniform Partnership Act creating tenancies in partnership did not bring such tenancies within the scope of G.L.c. 241, §1, providing that any person, except a tenant by the entirety, shall be entitled to partition.

1 The partner's interest in the partnership itself, however, will, of course, pass by the rules of intestacy or under the terms of his or her will.