Caveat: Oklahoma has enacted the Revised Uniform Partnership Act, codified at 54 O.S. §§ 1-100 through 1-1207. On or after January 1, 2000, the Oklahoma Revised Uniform Partnership Act will govern all partnerships and limited liability partnerships formed under Oklahoma law, including general partnerships formed prior to the enactment of the Revised Uniform Partnership Act.

Title Examination Standards
Chapter 1, App.
Chapter 13. Partnerships and Joint Ventures
§13.3. Conveyance of Real Property Held in Partnership Name.

Real property acquired by a partnership and held in the partnership name may be conveyed only in the partnership name. Any conveyance from the partnership so made, and signed by one or more members of the partnership, which conveyance appears to be executed in the usual course of partnership business, shall be presumed to be authorized by the partnership, in the absence of knowledge of facts indicating a lack of authority, and the recitals in the instrument of conveyance shall be accepted as sufficient evidence of such authority. The lack of requisite authority may appear in a Statement of Partnership Authority duly certified by the Oklahoma Secretary of State and recorded in the land records in the county in which the partnership property is located and which contains limitations on the authority of individual partners.

Authority: 54 O.S. §§ 1-201(a), 1-302(a) and 325. Comment: Jane Jones and Robert Smith are partners, doing a real estate business in the name of Enterprise Associates. Real estate is purchased for the partnership and title is taken in the name of Enterprise Associates, a partnership. The partnership wishes to sell the land to Henry Green. The deed should be executed in the name of Enterprise Associates, a partnership. It may be signed by one or both of the partners. Thus, the signature can read: "Enterprise Associates, a partnership, consisting of Jane Jones and Robert Smith, by Jane Jones and Robert Smith", or "Enterprise Associates, a partnership, by Jane Jones." If the latter form of execution is used, the deed should show, by its recitals, or evidence should be secured to show, that Jane Jones is one of the partners. The purchaser should have no knowledge negating the presumption that Jane Jones was acting with authority of the partnership. If the deed should read "Enterprise Associates, a partnership, by Jane Jones, one of the partners", it should be passed by the title examiner in the absence of any knowledge of lack of authority on the part of Jones. Suppose title to partnership real estate has been taken in the name of Enterprise Associates, a partnership, and the partnership consists of Jane Jones and Robert Smith. Suppose Jane Jones and Robert Smith and their spouses execute a conveyance of the property to Henry Green, the deed making no reference to a partnership. If the conveyance to Henry Green has occurred prior to November 1, 1997, Green would have only an equitable title to the land. See 54 O.S. § 10(2) (repealed November 1, 1997). The passing of equitable title under the Uniform Partnership Act, § 10(2) has been deleted from the Revised Uniform Partnership Act. After November 1, 1997, such a conveyance will be a nullity.

History: Standard was proposed in the 1973 Report of the Real Property Committee, 44 O.B.A.J. 3319, 3320, 3432, 3536 & 3614 (1973). The proposal was adopted by the House of Delegates on November 30, 1973, 45 O.B.A.J. 652 (1974).

The Title Examination Standards Committee's 2001 Report recommended amendments to reflect the State's adoption of the Revised Uniform Partnership Act (the "Revised Act"), including its treatment of partnerships as entities. 72 O.B.J. 3002 (Oct. 13, 2001). The Real Property Law Section approved the Committee's recommendation on November 15 and the House of Delegates adopted the proposal on November 16, 2001. 72 O.B.J. 3576 (Dec. 8, 2001).