Where parties dispute the existence of a Texas general partnership to invest in real estate, a variety of Texas laws come into play. As with any Texas general partnership, the Texas Business Organizations Code and Texas case law interpreting its provisions are relevant. But in the real estate context, the statute of frauds is also important. In this article, we examine considerations for proving or disputing the existence of a general partnership and how an alleged partnership’s investments in real estate may affect that analysis.

In Texas, a general partnership is “an entity distinct from its partners.” Tex. Bus. Orgs. Code § 152.056. Partnership property belongs to the partnership, not the partners. Similarly, property acquired in the partner’s name, without the use of the partnership’s name or property, is presumptively the partner’s property. These distinctions are important to bear in mind when analyzing how to structure the relationship of parties entering into real estate transactions.