Written by attorneys · grounded in primary & secondary sources — see below
A group of persons who together convey interests in property to a transferee. The interests transferred may include remainders, leaseholds, partnership interests, or mortgaged parcels, and the group's actions are examined collectively to determine ongoing obligations or rights.
Sources & Authorities
How it applies
Common Examples
6
Remainder in Transferor Group Deed
Tundra Resources and Trailblazer Airlines together conveyed an office building to Titan Industries by deed creating a life estate in a third party followed by a remainder. The deed language limited the future interest so that it would become possessory only upon expiration of the life estate without divesting any other created interest. Titan Industries later sought to treat the remainder as an executory interest that could cut short the life estate upon a change in use.
Lease Obligation After Transfer
Tidal Energy transferred its leasehold interest in a warehouse to Titan Industries while remaining obligated on a repair covenant that touched and concerned the premises. The original landlord refused to release Tidal Energy from the promise. Titan Industries later defaulted on repairs and the landlord pursued Tidal Energy directly for performance.
Put it into practice
Test Yourself
10
Practice Questions5
· 16 primary sources
Select any source to read its text and confirm it supports the definition.
Cases
Statutes
Uniform Acts
Common Law
Restatements
Study Supplements
Distribution Rights to Transferee
Thaddeus Tran transferred his limited partnership interest in Tundra Resources to Tyler Taylor. The partnership later made a cash distribution from operations. Tyler Taylor demanded the share that would have gone to Thaddeus Tran under the transfer documents.
Partnership Interest Transfer
Tanner Thompson transferred his partnership interest in Trailblazer Airlines to Tara Tran. The firm later generated profits and made a distribution. Tara Tran claimed the portion that would have been paid to Tanner Thompson under the terms of the transfer.
Transfer by Operation of Law
Theo Thomas died intestate owning a parcel of land. Under the applicable probate statute the property passed directly to his heirs without any deed from the estate. The heirs later recorded an affidavit of heirship to perfect marketable title.
Mortgage Transfer Liability
Tristan Thompson conveyed mortgaged real property to Tundra Resources. The mortgage contained personal covenants that Tristan Thompson had executed before the transfer. The lender later sought to enforce those covenants against Tristan Thompson after default by the new owner.
Common questions
Frequently Asked
3
How does the transferor group determine control in a section 351 exchange?+
The stock owned by all members of the transferor group is aggregated and compared to the total outstanding stock immediately after the exchange. Persons who transfer only services do not count toward the group even if they receive stock in the same transaction.
Supporting sources
Can a single transferor satisfy the control test alone?+
A single transferor can satisfy the test if that person transfers property and receives stock representing at least eighty percent of the voting power and eighty percent of each class of nonvoting stock immediately after the exchange.
Supporting sources
What happens if a member of the transferor group disposes of stock shortly after the exchange?+
Disposition of stock by a transferor shortly after the exchange may be disregarded if the disposition was part of a plan that existed at the time of the exchange and prevents the group from meeting the control requirement.
Supporting sources
Business Associations RelationshipsLiability rules related to business associations · Liability of general partners under the Revised Uniform Partnership Act (1997)NEXTGENFoundational