7. UPA Section 10(2) provides that, where title to real property is in the partnership name, a conveyance by a partner in his own name transfers the partnership's equitable interest in the property. It has been omitted as was done in Georgia and Florida. In this situation, the conveyance is clearly outside the chain of title and so should not pass title or any interest in the property. UPA Section 10(2) dilutes, albeit slightly, the effect of record title and is, therefore, inconsistent with RUPA's broad policy of fostering reliance on the record.

UPA Section 10(4) and (5) have also been omitted. Those situations are now adequately covered by Section 302(a).

§1033.__Partnership liable for partner's actionable conduct

1.__Partnership liable for loss, injury or penalty.__A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.

2.__Partnership liable for misapplication.__If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.

Comment

(This is Section 305 of the Uniform Partnership Act (1997).)

Section 305(a), which is derived from UPA Section 13, imposes liability on the partnership for the wrongful acts of a partner acting in the ordinary course of the partnership's business or otherwise within the partner's authority. The scope of the section has been expanded by deleting from UPA Section 13, "not being a partner in the partnership." This is intended to permit a partner to sue the partnership on a tort or other theory during the term of the partnership, rather than being limited to the remedies of dissolution and an accounting. See also Comment 2 to Section 405.