Opinion
27966.
SUBMITTED MAY 25, 1973.
DECIDED JULY 2, 1973.
Injunction. Cobb Superior Court. Before Judge Ravan.
Fredericks, Jones Wilbur, Carl Fredericks, for appellant.
Holcomb McDuff, Frank D. Holcomb, Terry Willis, for appellees.
Where a limited partnership agreement is executed with the formality of a deed and contains a description of the partnership real property and which grants to the majority of the general partners authority to make all decisions concerning the partnership business and further provides that deed shall be executed by the general partners without the necessity of any other signatures, a deed executed by a majority of the general partners is sufficient to transfer title to the real estate described in the partnership agreement without the necessity of all general partners signing such deed.
SUBMITTED MAY 25, 1973 — DECIDED JULY 2, 1973.
In April, 1972, eleven brothers and sisters formed a limited partnership and purchased a tract of land from their mother. Three of the parties to the partnership agreement were designated as general partners. The partnership agreement provided in part: "Each of the General Partners shall have an equal voice in the management and conduct of the Partnership business. In the conduct of the business and related matters, all decisions shall be by majority agreement of the General Partners.
"The General Partners shall manage the Partnership business and, in furtherance of the business of the Partnership described herein, shall have the authority in the name of the Partnership to execute ... enter into any contract or purchase or sell any property for or of the Partnership, and to do all things necessary and desirable in the furtherance of the Partnership business. Any deed, mortgage, contract of sale, or other document required to be executed on behalf of the Partnership shall be signed by the General Partners on behalf of the Partnership and no other signatures shall be required..." The Partnership agreement was recorded as provided for by the Uniform Limited Partnership Act (Ga. L. 1952, p. 375 et seq.; Code Ann. Ch. 75-4), and was signed by each partner before two witnesses, one of which was a notary public.
A contract for the sale of partnership held real estate was signed by the three general partners, but one of the three general partners refused to sign the deed and related closing papers. The two remaining general partners brought the present action to compel the third general partner to execute such papers when they were threatened with an action for breach of the contract to sell.
After hearing, but before the time for defensive pleadings to be filed, the trial court granted a temporary order requiring the defendant general partner to execute the deed in accordance with the terms of the sales contract. The appeal is from this judgment.
The first issue to be determined is whether the plaintiffs were entitled to the order granted, and such issue presents the question of whether the plaintiffs need such an order to protect themselves and the partnership.
In Bloodworth v. Bloodworth, 226 Ga. 898, 901 ( 178 S.E.2d 198), it was held: "Legal title to real property can never vest in a partnership as such; legal title is in the partners as tenants in common. Baker v. Middlebrooks, 81 Ga. 491, 494 ( 8 S.E. 320); Bank of Southwestern Ga. v. McGarrah, 120 Ga. 944, 949 ( 48 S.E. 393). Even if a deed to land is made to partners in the firm name, they nevertheless hold the land as tenants in common. Printup Bros. Co. v. Turner, 65 Ga. 71 (1)."
Language in the Uniform Limited Partnership Act, as amended (Ga. L. 1970, p. 195; Code Ann. § 75-404) permitting limited partnerships to take and hold property in the partnership name does not have the effect of changing the ownership from the partners to the partnership, but merely simplifies title transfers, etc. Had the Uniform Partnership Act been adopted in Georgia, a different rule would be applicable. See 60 AmJur2d 18, Partnership, § 88 et seq.
The limited partnership agreement vested control of the business in a majority of the general partners expressly providing that "all decisions shall be by majority agreement of the General Partners." It then provides that "any deed ... executed on behalf of the partnership shall be signed by the General Partners on behalf of the Partnership and no other signature shall be required."
Construing these two provisions together it is apparent that a deed executed by a majority of the general partners is sufficient to evidence a conveyance and that the signature of the dissenting general partner is not necessary. The language in the partnership agreement which was executed with the formality of a deed and which included a description of the land, when properly construed, constituted a power of attorney to a majority of the general partners to act for the partnership and a decision by a majority of the general partners to sell a tract of land evidence by a deed executed by a majority of the general partners is sufficient to transfer title. Accordingly, since the complaint and the exhibits attached thereto showed without dispute that the relief sought was not needed to accomplish the transfer of the property to the purchaser, the entering of the temporary order was error and must be reversed. The remaining questions presented by the enumerations of error are rendered nugatory.
Judgment reversed. All the Justices concur.