The burden of proof is on the transferee to show that value was given. Value, as used in this context, is synonymous with valuable consideration and means any consideration sufficient to support a simple contract.

The burden of proof on all other issues is allocated to the partnership because it is generally in a better position than the transferee to produce the evidence. Moreover, the partnership may protect itself against unauthorized transfers by ensuring that partnership real property is held in the name of the partnership and that a statement of partnership authority is recorded specifying any limitations on the partners' authority to convey real property. Under Section 303(e), transferees of real property held in the partnership name are conclusively bound by those limitations. On the other hand, transferees can protect themselves by insisting that the partnership record a statement specifying who is authorized to transfer partnership property. Under Section 303(d), transferees for value, without actual knowledge to the contrary, may rely on that grant of authority.

4. Subsection (b)(2) replaces UPA Section 10(3) and provides that partners who hold partnership property in their own names, without an indication in the record of their capacity as partners or of the existence of a partnership, may transfer good title to a transferee for value without knowledge or a notification that it was partnership property. To recover the property under this subsection, the partnership has the burden of proving that the transferee knew or had received a notification of the partnership's interest in the property, as well as of the partner's lack of authority for the initial transfer.

5. Subsection (c) is new and provides that property may not be recovered by the partnership from a remote transferee if any intermediate transferee of the property would have prevailed against the partnership. Cf. Uniform Fraudulent Transfer Act, §§ 8(a) (subsequent transferee from bona fide purchaser protected), 8(b)(2) (same).

6. Subsection (d) is new. The UPA does not have a provision dealing with the situation in which all of the partners' interests in the partnership are held by one person, such as a surviving partner or a purchaser of all the other partners' interests. Subsection (d) allows for clear record title, even though the partnership no longer exists as a technical matter. When a partnership becomes a sole proprietorship by reason of the dissociation of all but one of