Written by attorneys · grounded in primary & secondary sources — see below
A person in whose name title to property appears in the public records.
Sources & Authorities
How it applies
Common Examples
6
Deed Executed by Record Owner
Odette Orozco holds title to a warehouse in her individual name on the recorded deed. She signs and delivers a warranty deed conveying the warehouse to Oakridge Manufacturing for cash. Oakridge records the deed and takes possession without knowledge of any undisclosed partnership claim.
Escheat Claim by Record Owner
Odilia Okamura appears as the record owner of corporate stock on the issuer's books. Delaware claims the shares as abandoned property. New York asserts a competing escheat claim based on the corporation's incorporation there.
Select any source to read its text and confirm it supports the definition.
Uniform Acts
Common Law
Restatements
Dictionaries
Delaware v. New York507 U.S. 490, 113 S.Ct. 1550 (1993)
Board Action by Record Stockholder
Oscar Ortiz is listed as the record owner of shares in a Delaware corporation. He calls a special meeting to elect new directors. The incumbent board challenges the meeting as improperly noticed.
Blasius Industries, Inc. v. Atlas Corp.564 A.2d 651, 660 n.2 (Del. Ch. 1988)
Jurisdiction Over Record Owner
Olive Okafor is the record owner of Florida real property. A Florida court enters a judgment affecting her interest in the land. A Delaware trustee holding related assets challenges the Florida court's power over her.
Hanson v. Denckla357 U.S. 235, 254 (1958)
Appraisal Rights of Record Holder
Odessa Okada holds shares as record owner at the time of a cash-out merger. She dissents and seeks appraisal. Later she discovers fraud and seeks rescissory damages in a separate action.
Owen Ortega is the sole record owner of partnership real estate titled in his individual name. He executes a deed conveying the property to Osprey Aviation. The partnership later sues to recover the land from the buyer.
Smith v. Smith466 So. 2d 922, 925 (Ala. 1985)
Common questions
Frequently Asked
3
When does a buyer from the record owner obtain valid title to partnership property?+
A buyer obtains valid title when the property is held in an individual's name without any partnership notation in the deed and the buyer pays value without notice that the signer lacked authority. The partnership may recover only by proving the buyer knew the signer lacked authority.
Supporting sources
Does the record owner need all partners to sign a conveyance when title stands in one partner's name?+
No. The record owner alone may execute the instrument of transfer. The statute permits conveyance by the person in whose name the property is held when no partnership reference appears in the title documents.
Supporting sources
What must a buyer show to keep title when the record owner lacked actual authority?+
The buyer must show payment of value and lack of notice that the signer lacked authority to bind the partnership. Actual knowledge or formal notification of the partnership interest defeats the buyer's protection.
Supporting sources
542 A.2d 1182 (Del. 1988)Business Associations
…shares of Technicolor common stock, approximately 4.5% of the total issued and outstanding common stock, and Cede & Company, the record owner of the shares of Technicolor owned beneficially by Cinerama.[^maj-1] Cinerama seeks to proceed to trial on both its appraisal remedy and its equitable claim against the several defendants,…