(1) Subject to the effect of a statement of partnership authority under section 7-64-303, 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; except that the partnership may recover such property unless the partner's act binds the partnership under the provisions of section 7-60-109 (1) or 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 the partner's authority.
(2) Where title to real property is in the name of the partnership, a conveyance executed by a partner in the partner's own name passes the equitable interest of the partnership if the act is one within the authority of the partner under the provisions of section 7-60-109 (1).
(3) 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 partner's act does not bind the partnership under the provisions of section 7-60-109 (1), unless the purchaser or the purchaser's assignee is a holder for value, without knowledge.
(4) Where the 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 the partner's own name passes the equitable interest of the partnership if the act is one within the authority of the partner under the provisions of section 7-60-109 (1).
(5) 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.
Source: L. 31: p. 650, § 10. CSA: C. 123, § 10. CRS 53: § 104-1-10. C.R.S. 1963: § 104-1-10. L. 2004: (1) to (4) amended, p. 1422, § 72, effective July 1.
ANNOTATION
Law reviews. For article, "Evidence in the Proof of Real Estate Titles", see 24 Rocky Mt. L. Rev. 424 (1952). For article, "Guess Who's Coming to Closing", see 11 Colo. Law. 689 (1982). For article, "Signatures on Documents Affecting Title to Colorado Real Property — Part II", see 12 Colo. Law. 258 (1983). For article, "Partnership Status of Joint Ventures in Colorado: Editorial Comments on CRS § 38-30-166", see 25 Colo. Law. 61 (Feb. 1996).
This section contemplates that real estate may be a partnership asset whether it is titled in the partnership name or in the name of one or more but not all of the partners; therefore, a written conveyance from a partner who contributes real estate to a partnership, although a factor to consider, is not required to convert the property into partnership property. Courts must look to the parties' intention to determine whether the property is a partnership asset, including consideration of: (1) The language of any partnership agreement; (2) the use of the property in the partnership business; (3) the listing of the property as an asset or liability in the partnership books and tax returns; (4) the construction of improvements on the property at partnership expense; (5) the payment of taxes and insurance premiums on the property out of partnership funds; (6) a party's declaration of intent when entering the partnership; and, generally, (7) the parties' conduct with respect to the property. In re Estate of Grosboll, 2013 COA 141, 315 P.3d 1284.
Applied in Ball v. Carlson, 641 P.2d 303 (Colo. App. 1981).