Business; Partnerships; Operation. (a) Unless otherwise ordered by the Superior Court of Guam pursuant to subsection (b) of this Section, when a partnership existed between the decedent and any other person at the time of the decedent's
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death, the surviving partner has the right to continue in possession of the partnership, and settle its business, but the interest of the decedent in the partnership shall be included in the inventory of the property in the decedent's estate, and be appraised as other such property. The surviving partner shall settle the affairs of the partnership without delay, and account to the personal representative, and pay over to the personal representative such balances as may from time to time be payable to the personal representative, in right of the decedent. Upon application of the personal representative, the Superior Court of Guam, whenever it appears necessary, may order the surviving partner to render an account, and in case of neglect or refusal may, after notice, compel it by attach- ment; and the personal representative may maintain against the surviving partner any action which the decedent could have maintained. (b) After notice to all persons interested in the estate, given in such manner as may be directed by the Superior Court of Guam, the Superior Court of Guam may authorize the personal representative to do the following: (1) To continue the operation of the decedent's business, other than a business operated by a partnership in which the decedent was a partner, to such an extent and subject to such restrictions as the Superior Court of Guam may determine to be for the best interests of the estate and those interested therein; and (2) To continue as a partner in any partnership in which the decedent was a partner at the time of death (unless inconsistent with the terms of any written partnership agreement executed by all of the partners prior to the decedent's death), with all the rights, powers, duties and obligations provided in the written partnership agreement, subject, however, to the written approval of all the surviving partners, and to such restrictions as the Superior Court of Guam may determine to be for the best interests of the estate and those interested therein; or, in the absence of such a written partnership agreement, and subject to the written consent of all of the surviving partners, with all the rights, powers, duties and obligations which the Superior Court of Guam may specify. The personal representative may be authorized to act as a general partner only if the decedent was a general partner at the time of death, and as a limited partner where the decedent at the time of death was
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either a general partner or a limited partner, as Alimited partner@ is defined in 18 GCA § 27101. SOURCE: Subsection (a): California Probate Code, § 571 (as amended). Subsection (b): California Probate Code, § 572 (as amended). COMMENT: Section 2207 brings together all necessary provisions concerning the personal representative's continuing the decedent's business, particularly if that business was a partnership. Prior Guam law did not allow the personal representative to continue a decedent's partnership business, except perhaps by implication from § 572 of the Probate Code of Guam (1970). The Commission is, however, of the opinion that some provision ought to be made so that partnerships will not be adversely affected by the death of one of the partners. Note that the personal representative's ability to step into the decedent's shoes as a partner is quite limited, in two ways: first, it always requires the written approval of all of the surviving partners; second, it is always under the general supervision of the Superior Court of Guam. As to the reference to § 2477 of the Civil Code (wherein Alimited partner@ is defined,) note that this language will have to be amended upon the passage of the "Business Regulations" Title of the revised Guam Codes Annotated, as that new Title will contain the definition now contained in Civil Code § 2477. NOTE: Pursuant to the authority granted by 1 GCA § 1606, the reference to the Government Code was altered to reflect its codification in the GCA.