Subsection (b) provides that if the partnership is continued by the partners without any settlement or liquidation of the business, it is presumed that the partners have agreed not to wind up the business. The presumption is rebuttable. If the partnership is continued under this subsection, there is no dissolution under (2)(iii). As a partnership at will, however, the partnership may be dissolved under (1) at any time.

SUBCHAPTER 5

TRANSFEREES AND CREDITORS OF PARTNER

§1051.__Partner not co-owner of partnership property

A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.

Comment

(This is Section 501 of the Uniform Partnership Act (1997).)

Section 501 provides that a partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily. Thus, the section abolishes the UPA Section 25(1) concept of tenants in partnership and reflects the adoption of the entity theory. Partnership property is owned by the entity and not by the individual partners. See also Section 203, which provides that property transferred to or otherwise acquired by the partnership is property of the partnership and not of the partners individually.

RUPA also deletes the references in UPA Sections 24 and 25 to a partner's "right in specific partnership property," although those rights are largely defined away by the detailed rules of UPA Section 25 itself. Thus, it is clear that a partner who misappropriates partnership property is guilty of embezzlement the same as a shareholder who misappropriates corporate property.