M" V 1··nnna.u.»-iiznroarmn.
l that thelegal titlecorrespondedlwitli the partnership interest, andwas
— changed} by conveyances as theseinterests changed,findicates that this
propertywas all the while partnership property. Superadd to that the `
fact that in the transactions by which the partnership interests were
changed and the title conveyed there never appear to have been any sep-
arate negotiations as to the business on the one hand and the real prop·
erty on the other. There was never a transfer of a partnership interest
withoutacorresponding and proportional conveyance of the real property,
and there never was a trade for an interest in one independent of a trans—
action for a conveyance of a like interest in the other. This harmony
of interests in the business and the ownership in the real estate, together
with the singleness of the transactions by which the transfers of both were
made, is very significant of the understanding and real agreement between
the partners. More than that, unquestionably the true way to locate the
legal title was in the names of the individual partners. A conveyance
to a partnership, as such, while it would doubtless transfer the equitable,
might. not," at least, transfer the legal, title. In Mormon v. Mendenhall,
. 18 Minn. 232, (Gil. 212,) the court thus expresses itself: A ’
t "‘A conveyance of real estate, or of an interest therein, must run to some
person, (a corporation being regarded in law as a person,) and a partnership,
as such, notbeinge. person, conveyances of real estate for the use and benefit ‘
of a partnership have usually and aptly been made to the individual partners
jointly, as tenants in common. Colly. Partn. § 133 et seq. and notes; Pars.
Partn. c. 41, § 2; Dyer v. Clark. 5 Metc. 562; Howard v.VP1·£est, Id. 582. If,
then, the mortgage in this case was taken for the use and benefit of the parte;
nership, it was. in accordance with common usage, properly made to run to
the individual partners as grantees." -. · .
And in Tidd vt Rinas, 26 Minn; 201, 2 N. W. Rep. 497, may be found
this language: I · · “
“ “As the legal title to real property can only be held by a person, or a cor·
porate entity, which is deemed such in law, it follows that the conveyance in
question vested no legal title or estate in the grantee therein named, because
a partnership, as such, is not recognized in law as a person."
‘·As, therefore, under the laws of Minnesota, a conveyance to the part-
_ g nership was not the proper mode of transferring title, it would be strange
if the conveyance to individual partners carriedwith it that significance
and potency which counsel for defendants claim. On thecontrary, it
` seems to me the rule is as heretofore indicated, that, in the absence of
` express agreement, no one matteris conclusive upon the question of in-
tention; and that, from all the facts, the court is to deduce and determine
. the real intentof the partners; S e l - -
. I have already referred to the significance of the original purchase by
the members of the Ames family; that it was a purchase for the purpose
of commencing the business,——a business never before engaged in by the
r partners, and with that intent alone; that every change in partnership
, interest was accompanied by a corresponding change in the legal title;"
_ that no separate negotiationswere had for the transfer of the interest in
the partnership and the conveyance of the title, but the latter seems al-
ways to be accepted as a necessary result of the former. Beyond these