SF 2031

2nd Engrossment - 80th Legislature (1997 - 1998) Posted on 12/15/2009 12:00am

  1.1                          A bill for an act 
  1.2             relating to commerce; regulating conveyances and other 
  1.3             transactions relating to real and personal property; 
  1.4             making corrective and conforming changes to the 
  1.5             Uniform Partnership Act of 1994; amending Minnesota 
  1.6             Statutes 1996, sections 501B.57, subdivision 1, and by 
  1.7             adding a subdivision; 507.24; and 580.24; Minnesota 
  1.8             Statutes 1997 Supplement, sections 315.121; 322A.88; 
  1.9             323A.1-04; 323A.3-06; and 524.2-403; Laws 1997, 
  1.10            chapter 174, article 12, sections 67 and 68; proposing 
  1.11            coding for new law in Minnesota Statutes, chapter 507. 
  1.12  BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.13     Section 1.  Minnesota Statutes 1997 Supplement, section 
  1.14  315.121, is amended to read: 
  1.15     315.121 [RELIGIOUS CORPORATIONS, CERTAIN CONVEYANCES 
  1.16  VALIDATED.] 
  1.17     All conveyances executed by any religious corporation or 
  1.18  society organized under this chapter, conveying real property 
  1.19  within this state that have been of record for more than six 
  1.20  years in the office of the county recorder or registrar of 
  1.21  titles of the county in which the real estate conveyed is 
  1.22  located, and the record of the conveyance, are legalized, 
  1.23  validated, and confirmed, even though the corporate records do 
  1.24  not disclose that the execution of the conveyance was authorized 
  1.25  by the congregation of the religious corporation in the manner 
  1.26  provided by law, or the record of the authorization has not been 
  1.27  recorded in the office of the county recorder or registrar of 
  1.28  titles of the county in which the real estate conveyed is 
  2.1   located, or the certificate or any other document specified by 
  2.2   section 315.03 has not been recorded in the office of the county 
  2.3   recorder of the county in which the real estate is located or in 
  2.4   which the place of worship of the corporation or society is 
  2.5   located. 
  2.6      Sec. 2.  Minnesota Statutes 1997 Supplement, section 
  2.7   322A.88, is amended to read: 
  2.8      322A.88 [LIMITED LIABILITY LIMITED PARTNERSHIP.] 
  2.9      (a) A limited partnership may become a limited 
  2.10  liability limited partnership by: 
  2.11     (1) obtaining approval of the terms and conditions under 
  2.12  which the limited partnership elects limited liability limited 
  2.13  partnership status by the vote necessary to amend the limited 
  2.14  partnership agreement except, in the case of a limited 
  2.15  partnership agreement that expressly considers contribution 
  2.16  obligations, the vote necessary to amend those provisions; 
  2.17     (2) filing a statement of qualification under section 
  2.18  323A.10-01(c) of the Uniform Partnership Act (1994); and 
  2.19     (3) complying with the name requirements of section 
  2.20  323A.10-02 of the Uniform Partnership Act (1994).  
  2.21     (b) A limited liability limited partnership continues to be 
  2.22  the same entity that existed before the filing of a statement of 
  2.23  qualification under section 323A.10-01(c) of the Uniform 
  2.24  Partnership Act (1994). 
  2.25     (c) Sections 323A.3-06(c) and 323A.3-07(f) 323A.3-07(d) of 
  2.26  the Uniform Partnership Act (1994) apply to both general and 
  2.27  limited partners of a limited liability limited partnership. 
  2.28     Sec. 3.  Minnesota Statutes 1997 Supplement, section 
  2.29  323A.1-04, is amended to read: 
  2.30     323A.1-04 [SUPPLEMENTAL PRINCIPLES OF LAW.] 
  2.31     (a) Unless displaced by particular provisions of this 
  2.32  chapter, the principles of law and equity supplement this 
  2.33  chapter.  
  2.34     (b) If an obligation to pay interest arises under this 
  2.35  chapter and the rate is not specified, the rate is that 
  2.36  specified in chapter 334 section 549.09. 
  3.1      Sec. 4.  Minnesota Statutes 1997 Supplement, section 
  3.2   323A.3-06, is amended to read: 
  3.3      323A.3-06 [PARTNER'S LIABILITY.] 
  3.4      (a) Except as otherwise provided in subsections (b) and 
  3.5   (c), all partners are liable jointly and severally for all 
  3.6   obligations of the partnership unless otherwise agreed by the 
  3.7   claimant or provided by law.  
  3.8      (b) A person admitted as a partner into an existing 
  3.9   partnership is not personally liable for any partnership 
  3.10  obligation incurred before the person's admission as a partner. 
  3.11     (c) An obligation of a partnership incurred while the 
  3.12  partnership is a limited liability partnership, whether arising 
  3.13  in contract, tort, or otherwise, is solely the obligation of the 
  3.14  partnership.  A partner is not personally liable, directly or 
  3.15  indirectly, by way of contribution or otherwise, for such an 
  3.16  obligation solely by reason of being or so acting as a partner.  
  3.17  This subsection applies notwithstanding anything inconsistent in 
  3.18  the partnership agreement that existed immediately before the 
  3.19  vote required to become a limited liability partnership under 
  3.20  section 323A.10-01(b).  
  3.21     (d) For the purposes of this section: 
  3.22     (1) All partnership debts and obligations under or relating 
  3.23  to a note, contract, or other agreement are incurred when the 
  3.24  note, contract, or other agreement is entered into.  
  3.25     (2) An amendment, modification, extension, or renewal of a 
  3.26  note, contract, or other agreement does not affect the time at 
  3.27  which a partnership debt or obligation under or relating to that 
  3.28  note, contract, or other agreement is incurred, even as to a 
  3.29  claim that relates to the subject matter of the amendment, 
  3.30  modification, extension, or renewal. 
  3.31     This subsection does not affect any law, rule, or period 
  3.32  pertaining to any statute of limitations or statute of repose. 
  3.33     Sec. 5.  Minnesota Statutes 1996, section 501B.57, 
  3.34  subdivision 1, is amended to read: 
  3.35     Subdivision 1.  [FORM OF AFFIDAVIT FOR INTER VIVOS TRUST.] 
  3.36  An affidavit of a trustee or of trustees of an inter vivos trust 
  4.1   in support of a real property transaction may be substantially 
  4.2   in the following form: 
  4.3    
  4.4   STATE OF MINNESOTA  )                     AFFIDAVIT OF TRUSTEE
  4.5                       )ss. 
  4.6   COUNTY OF           ) 
  4.9      .........................., being first duly sworn on oath 
  4.10  says that:  
  4.11     1.  Affiant is the trustee (one of the trustees) named in 
  4.12  that certain Certificate of Trust (or Trust Instrument) dated 
  4.13  ......., 19.., and 
  4.14     filed for record ......., 19.., as Document No. ..... (or 
  4.15     in Book ..... of ............, Page ......) in the Office 
  4.16     of the (County Recorder(/Registrar of Titles) of 
  4.17     ........... County, Minnesota, 
  4.18     OR 
  4.19     to which this Affidavit is attached, 
  4.20  executed by Affiant or another trustee or the grantor of the 
  4.21  trust described in the Certificate of Trust (or set forth in the 
  4.22  Trust Instrument), and which relates to real property in 
  4.23  .......... County, Minnesota legally described as follows: 
  4.24     ............................................................
  4.25  ............................................................... 
  4.26  ............................................................... 
  4.27  ............................................................... 
  4.28     (If more space is needed, continue on back or on 
  4.29  attachment.) 
  4.30     2.  The name(s) and address(es) of the trustee(s) empowered 
  4.31  by the Trust Instrument to act at the time of the execution of 
  4.32  this Affidavit are as follows: 
  4.33     ......................................................... 
  4.34  .............................................................. 
  4.35  .............................................................. 
  4.36     3.  The trustee(s) who have executed that certain 
  5.1   instrument relating to the real property described above between 
  5.2   ........................, as trustee(s) and 
  5.3   ..........................., dated .........., 19..: 
  5.4      (a) are empowered by the provisions of the trust to sell, 
  5.5   convey, pledge, mortgage, lease, or transfer title to any 
  5.6   interest in real property held in trust; and 
  5.7      (b) are the requisite number of trustees required by the 
  5.8   provisions of the trust to execute and deliver such an 
  5.9   instrument.  
  5.10     4.  The trust has not terminated and has not been revoked. 
  5.11     - OR - 
  5.12     4.  The trust has terminated (or has been revoked).  The 
  5.13  execution and delivery of the instrument described in paragraph 
  5.14  3 has been made pursuant to the provisions of the trust.  
  5.15     5.  There has been no amendment to the trust which limits 
  5.16  the power of trustee(s) to execute and deliver the instrument 
  5.17  described in paragraph 3.  
  5.18     6.  The trust is not supervised by any court. 
  5.19     - OR -  
  5.20     6.  The trust is supervised by the ............ Court of 
  5.21  .............. County, ................  All necessary approval 
  5.22  has been obtained from the court for the trustee(s) to execute 
  5.23  and deliver the instrument described in paragraph 3.  
  5.24     7.  Affiant does not have actual knowledge of any facts 
  5.25  indicating that the trust is invalid. 
  5.26                                      .............................
  5.27                                                          , Affiant
  5.28  Subscribed and sworn to before me
  5.29  this .... day of ........., 19...
  5.31                                      .............................
  5.32  Notary Stamp or Seal                Signature of Notary Public or
  5.33                                             Other Official 
  5.34  This instrument was drafted by:
  5.35  ...............................
  5.36  ...............................
  5.37     Sec. 6.  Minnesota Statutes 1996, section 501B.57, is 
  5.38  amended by adding a subdivision to read: 
  6.1      Subd. 3.  [RECORDING OR FILING.] An Affidavit of Trustee or 
  6.2   Trustees under subdivisions 1 and 1a may be recorded in the 
  6.3   office of the county recorder for any county, or filed with the 
  6.4   office of the registrar of titles for any county with respect to 
  6.5   registered land described in the affidavit, or in the 
  6.6   Certificate of Trust or Trust Instrument referred to in the 
  6.7   affidavit, and may be recorded or filed as a separate document 
  6.8   or combined with or attached to an original or certified copy of 
  6.9   a Certificate of Trust or Trust Instrument, and recorded or 
  6.10  filed as one document. 
  6.11     Sec. 7.  Minnesota Statutes 1996, section 507.24, is 
  6.12  amended to read: 
  6.13     507.24 [RECORDABLE, WHEN.] 
  6.14     Subdivision 1.  [GENERAL.] To entitle any conveyance, power 
  6.15  of attorney, or other instrument affecting real estate to 
  6.16  record, it shall be executed, acknowledged by the parties 
  6.17  executing the same, and the acknowledgment certified, as 
  6.18  required by law.  All such instruments may be recorded in every 
  6.19  county where any of the lands lie.  If the conveyance, power of 
  6.20  attorney, or other instrument affecting real estate is executed 
  6.21  out of state, it shall be entitled to record if executed as 
  6.22  above provided or according to the laws of the place of 
  6.23  execution so as to be entitled to record in such place.  
  6.24     Subd. 2.  [ORIGINAL SIGNATURES REQUIRED.] Unless otherwise 
  6.25  provided by law, an instrument affecting real estate that is to 
  6.26  be recorded as provided in this section or other applicable law 
  6.27  must contain the original signatures of the parties who execute 
  6.28  it and of the notary public or other officer taking an 
  6.29  acknowledgment. 
  6.30     Sec. 8.  [507.421] [ESTATES AND TRUSTS; CONVEYANCES, 
  6.31  SATISFACTIONS, GRANTS, AND RELEASES.] 
  6.32     Subdivision 1.  [MADE TO ESTATE OR TRUST.] A conveyance or 
  6.33  grant of an interest in real or personal property made to the 
  6.34  estate of a decedent, to the estate of a ward, or to a trust, 
  6.35  including a trust in the form of a pension or profit-sharing 
  6.36  plan, that names the estate or the trust as the grantee of the 
  7.1   interest, is a valid and effective conveyance or grant of the 
  7.2   interest to the personal representative, guardian, or 
  7.3   conservator of the estate, or to the trustee of the trust, in 
  7.4   like manner and effect as if the personal representative, 
  7.5   guardian, conservator, or trustee had been named the grantee of 
  7.6   the conveyance or grant. 
  7.7      Subd. 2.  [MADE BY ESTATE OR TRUST.] A satisfaction, 
  7.8   release, conveyance, or grant of an interest in real or personal 
  7.9   property that is made by an estate or trust described in 
  7.10  subdivision 1, that names the estate or trust as the holder or 
  7.11  grantor of the interest, and that is executed by the personal 
  7.12  representative, guardian, conservator, or trustee authorized to 
  7.13  execute the instrument, is a valid and effective satisfaction, 
  7.14  release, conveyance, or grant of the interest, in like manner 
  7.15  and effect as if the personal representative, guardian, 
  7.16  conservator, or trustee had been named the holder or the grantor 
  7.17  in the satisfaction, release, conveyance, or grant. 
  7.18     Sec. 9.  Minnesota Statutes 1997 Supplement, section 
  7.19  524.2-403, is amended to read: 
  7.20     524.2-403 [EXEMPT PROPERTY.] 
  7.21     (a) If there is a surviving spouse, then, in addition to 
  7.22  the homestead and family allowance, the surviving spouse is 
  7.23  entitled from the estate to: 
  7.24     (1) property not exceeding $10,000 in value in excess of 
  7.25  any security interests therein, in household furniture, 
  7.26  furnishings, appliances, and personal effects, subject to an 
  7.27  award of sentimental value property under section 525.152; and 
  7.28     (2) one automobile, if any, without regard to value. 
  7.29     (b) If there is no surviving spouse, the decedent's 
  7.30  children are entitled jointly to the same property as provided 
  7.31  in paragraph (a), except that where it appears from the 
  7.32  decedent's will a child was omitted intentionally, the child is 
  7.33  not entitled to the rights conferred by this section. 
  7.34     (c) If encumbered chattels are selected and the value in 
  7.35  excess of security interests, plus that of other exempt 
  7.36  property, is less than $10,000, or if there is not $10,000 worth 
  8.1   of exempt property in the estate, the surviving spouse or 
  8.2   children are entitled to other personal property of the estate, 
  8.3   if any, to the extent necessary to make up the $10,000 value. 
  8.4      (d) Rights to exempt property and assets needed to make up 
  8.5   a deficiency of exempt property have priority over all claims 
  8.6   against the estate, but the right to any assets to make up a 
  8.7   deficiency of exempt property abates as necessary to permit 
  8.8   earlier payment of the family allowance. 
  8.9      (e) The rights granted by this section are in addition to 
  8.10  any benefit or share passing to the surviving spouse or children 
  8.11  by the decedent's will, unless otherwise provided, by intestate 
  8.12  succession or by way of elective share.  
  8.13     (f) No rights granted to a decedent's adult children under 
  8.14  this section shall have precedence over a claim under section 
  8.15  246.53, 256B.15, 256D.16, 261.04, or 524.3-805, paragraph (a), 
  8.16  clause (1), (2), or (3). 
  8.17     Sec. 10.  Minnesota Statutes 1996, section 580.24, is 
  8.18  amended to read: 
  8.19     580.24 [REDEMPTION BY CREDITOR.] 
  8.20     If no such redemption be made by the mortgagor, the 
  8.21  mortgagor's personal representatives or assigns, the senior 
  8.22  creditor having a lien, legal or equitable, upon the mortgaged 
  8.23  premises, or some part thereof, subsequent to the mortgage, may 
  8.24  redeem within five seven days after the expiration of the 
  8.25  redemption period determined under section 580.23 or 582.032, 
  8.26  whichever is applicable; and each subsequent creditor having a 
  8.27  lien in succession, according to priority of liens, within five 
  8.28  seven days after the time allowed the prior lienholder, 
  8.29  respectively, may redeem by paying the amount aforesaid and all 
  8.30  liens prior to the lienholder's own held by the person from whom 
  8.31  redemption is made; provided that no creditor shall be entitled 
  8.32  to redeem unless within the period allowed for redemption the 
  8.33  creditor file for record notice of intention to redeem with the 
  8.34  county recorder or registrar of titles of each county where the 
  8.35  mortgage is recorded.  Saturdays, Sundays, legal holidays, and 
  8.36  the first day following the expiration of the prior redemption 
  9.1   period must be included in computing the seven-day redemption 
  9.2   period.  When the last day of the period falls on Saturday, 
  9.3   Sunday, or a legal holiday, that day must be omitted from the 
  9.4   computation.  All mechanic's lienholders who have coordinate 
  9.5   liens shall have one combined seven-day period to redeem.  
  9.6      Sec. 11.  Laws 1997, chapter 174, article 12, section 67, 
  9.7   is amended to read: 
  9.8      Minnesota Statutes, chapter 323A, takes effect and section 
  9.9   61, are effective January 1, 1999. 
  9.10     Section 65 is effective January 1, 1997. 
  9.11     Sec. 12.  Laws 1997, chapter 174, article 12, section 68, 
  9.12  is amended to read: 
  9.13     Sec. 68.  [REPEALERS.] 
  9.14     Minnesota Statutes 1996, sections 323.01; 323.02, 
  9.15  subdivisions 1, 2, 3, 4, 5, 6, 7, and 7a, 8, and 9; 323.03; 
  9.16  323.04; 323.05; 323.06; 323.07; 323.08; 323.09; 323.10; 323.11; 
  9.17  323.12; 323.13; 323.14; 323.15; 323.16; 323.17; 323.18; 323.19; 
  9.18  323.20; 323.21; 323.22; 323.23; 323.24; 323.25; 323.26; 323.27; 
  9.19  323.28; 323.29; 323.30; 323.31; 323.32; 323.33; 323.34; 323.35; 
  9.20  323.36; 323.37; 323.38; 323.39; 323.40; 323.41; 323.42; 323.43; 
  9.21  323.44; 323.45; 323.46; and 323.47; 323.48; and 323.49, are 
  9.22  repealed effective January 1, 2002. 
  9.23     Sec. 13.  [APPLICABILITY; TRANSITION PROVISIONS.] 
  9.24     Subdivision 1.  [SECTION 8.] (a) Except as provided in 
  9.25  paragraph (b), section 8 applies to past and future conveyances, 
  9.26  grants, satisfactions, and releases. 
  9.27     (b) However, if a notice of the pendency of the action or 
  9.28  proceeding is recorded or filed before February 1, 1999, in the 
  9.29  office of the county recorder or registrar of titles of the 
  9.30  county in which the real property affected by the action or 
  9.31  proceeding is located, section 8 does not affect an action or 
  9.32  proceeding:  (1) that is pending on the effective date of 
  9.33  section 8 involving the validity of the conveyance, grant, 
  9.34  satisfaction, or release, or (2) that is commenced before 
  9.35  February 1, 1999.  
  9.36     Subd. 2.  [SECTION 10.] Section 10 applies to redemptions 
 10.1   where the owner's period of redemption has not expired before 
 10.2   the effective date.