A. When a deed or other instrument of a general partnership, whether foreign or domestic, appears in the chain of title, and is executed by a person or persons described therein as a general partner or general partners, it may be presumed that such person or persons was or were authorized to execute such deed or other instrument for and on behalf of the partnership named therein, and that the partnership was legally in existence at the time the instrument took effect.
B. Where a general partnership is designated as the grantee in a deed or other instrument, absent evidence to the contrary, a title examiner may presume that such general partnership was legally in existence at the time of delivery of such deed or other instrument.
Comment 1. A general partnership is an association of two or more persons formed to carry on a business for profit as co-owners. 11 VSA §3201 (6). A partnership may be formed even if the parties did not intend to do so. 11 VSA §3212(1). A partnership is not formed: (a) when parties own property as joint tenants with rights of survivorship; (b) by the sharing of gross returns even if the person sharing the gross returns have a common right or interest in property from which the returns are derived; (c) when a person receives profits for purposes other than being engaged in the business; e.g., a share of profits to pay down a debt, as an independent contractor, as rent, as an annuity or other retirement benefit. 11 VSA §3212.
Comment 2. Where a de facto partnership exists, as evidenced by a Tradename Registration with the Vermont Secretary of State (11 VSA §1621), a deed to the tradename shall be a conveyance to the partnership.
Comment 3. When a deed appears in the chain of title naming a partnership and the title examiner finds no registration of the partnership as a limited partnership or limited liability partnership, the title examiner may presume that the partnership is a general partnership.
Comment 4. A partnership may file a statement of partnership authority with the Secretary of State which may specify authority or limitations on authority of one or more of the partners. 11 VSA §3223.
Comment 5. When a partnership changes its name, the parties involved may evidence that change in the land records by recording Certificate as provided in 27 VSA §350.
Comment 6. A grantor or grantee can take, or convey, title as “A, B, and C, partners of the ABC Partnership” or as the “ABC Partnership.”
Comment 7. A partner may grant a POA appointing an agent to act on behalf of the partner. A partner may not grant a POA appointing an agent to act on behalf of the partnership (see Std. 9.1, Comment 4).
September 2020 – This standard was added.