C.__Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to those persons of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

2.__Recovery of property from transferee.__A partnership may recover partnership property from a transferee only if the partnership proves that execution of the instrument of initial transfer did not bind the partnership under section 1031 and:

A.__As to a subsequent transferee who gave value for property transferred under subsection 1, paragraph A or B, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

B.__As to a transferee who gave value for property transferred under subsection 1, paragraph C, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

3.__No recovery.__A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection 2, from any earlier transferee of the property.

4.__All partners' interests in one person.__If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person.__The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.

Comment

(This is Section 302 of the Uniform Partnership Act (1997).)

1. Section 302 replaces UPA Section 10 and provides rules for the transfer and recovery of partnership property. The language is adapted in part from Section 14810 of the Georgia partnership statute.