Tennessee Code Annotated
Tenn. Code Ann. § 61-1-106 (2026)
Governing law
✓ current as of May 2026
- (a) Except as otherwise provided in subsections (b) and (c), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
- (b) Where the partners have provided that the partnership agreement is governed by the laws of a jurisdiction other than this state, the law of the jurisdiction governing the partnership agreement governs relations among the partners and between the partners and the partnership.
- (c) The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership that has filed an application as a limited liability partnership in this state.
Acts 2001, ch. 353.
Notes of Decisions
Cited in 14
cases, 1983–2013 · leading case: Bass v. Bass, 814 S.W.2d 38 (Tenn. 1991).
Bass v. Bass, 814 S.W.2d 38 (Tenn. 1991). “§ 61-l-105(a), and the receipt of a share of the profits of that business is prima facie evidence that a partnership exists, T.C.A. § 61-1-106(4). 2 In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be…”
Haney v. Copeland (In Re Copeland), 291 B.R. 740 (Bankr. E.D. Tenn. 2003). “] Tenn. Code Ann. § 61-1-106 (1999). 16 Section 61-1-115 was entitled “Partnership by Estoppel” and provided that: *770 (a) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to anyone, as a partner in an existing…”
Frank Ray Baggett v. Anne Marie Baggett, 422 S.W.3d 537 (Tenn. Ct. App. 2013). “Tenn.Code Ann. § 61-1-106(4)(2002). The Supreme Court has explained: In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon consideration of all relevant facts, actions, and conduct of the…”
Pettes v. Yukon, 912 S.W.2d 709 (Tenn. Ct. App. 1995). ““A partnership is an association of two (2) or more persons to carry on as co-owners of a business for profit.”
Greenwood Mills, Inc. v. Burris, 130 F. Supp. 2d 949 (M.D. Tenn. 2001). “testified that the “common fund” of Omer & Associates, into which all fees were deposited, was utilized to pay common expenses, including a “firm” malpractice policy, and was divided up among the lawyers at the end of each month.”
In Re Taylor & Assocs., L.P., 191 B.R. 374 (Bankr. E.D. Tenn. 1996). “Tenn.Code Ann. § 61-1-106 (1989). In Tennessee, a limited partnership is defined by the RULPA as “a partnership formed by two (2) or more persons under the laws of the state of Tennessee, and having one (1) or more general partners and one (1) or more limited partners.”
Jahn v. Lamb (In Re Lamb), 36 B.R. 184 (Bankr. E.D. Tenn. 1983). “Section 61-1-106 provides: In determining whether a partnership exists, these rules shall apply: (1) Except as provided by § 61-1-115 persons who are not partners as to each other are not partners as to third persons; (2) Joint tenancy, tenancy in common, tenancy by the…”
Holcomb v. Fulton (In Re Fulton), 43 B.R. 273 (Bankr. M.D. Tenn. 1984). “§ 61-1-106 (1980); 59 Am. Jur.2d Partnership § 39, et seq.”
Taylor v. Bush (In Re Taylor & Assocs., L.P.), 249 B.R. 431 (E.D. Tenn. 1997). “§ 61-1-106(4). When “determining whether [a person] is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon consideration of all relevant facts, actions, and conduct of the parties.”
Bush v. Taylor (In Re Taylor & Assocs., L.P.), 249 B.R. 474 (E.D. Tenn. 1998). “§ 61-1-106(4). When “determining whether [a person] is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon consideration of all relevant facts, actions, and conduct of the parties.”
Doane v. City of Oak Ridge, 898 S.W.2d 728 (Tenn. Ct. App. 1995). “See T.C.A. § 61-1-106(3) and (4)(B). The rent in many, if not most, commercial leases is based on a percentage of revenues.”
John Jude v. Fred K. Riddle (Tenn. Ct. App. 2006). “§ 61-1-105(a), and the receipt of a share of the profits of that business is prima facie evidence that a partnership exists, T.C.A. § 61-1-106(4). In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be…”
— Tenn. Code Ann. § 61-1-106(2) — 1 case
Sherrard v. Dickson (Tenn. Ct. App. 1997).
— Tenn. Code Ann. § 61-1-106(3) — 2 cases
Pettes v. Yukon, 912 S.W.2d 709 (Tenn. Ct. App. 1995). ““A partnership is an association of two (2) or more persons to carry on as co-owners of a business for profit.”
Doane v. City of Oak Ridge, 898 S.W.2d 728 (Tenn. Ct. App. 1995). “See T.C.A. § 61-1-106(3) and (4)(B). The rent in many, if not most, commercial leases is based on a percentage of revenues.”
— Tenn. Code Ann. § 61-1-106(4) — 7 cases
Bass v. Bass, 814 S.W.2d 38 (Tenn. 1991). “§ 61-l-105(a), and the receipt of a share of the profits of that business is prima facie evidence that a partnership exists, T.C.A. § 61-1-106(4). 2 In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be…”
Greenwood Mills, Inc. v. Burris, 130 F. Supp. 2d 949 (M.D. Tenn. 2001). “testified that the “common fund” of Omer & Associates, into which all fees were deposited, was utilized to pay common expenses, including a “firm” malpractice policy, and was divided up among the lawyers at the end of each month.”
Pettes v. Yukon, 912 S.W.2d 709 (Tenn. Ct. App. 1995). ““A partnership is an association of two (2) or more persons to carry on as co-owners of a business for profit.”
Taylor v. Bush (In Re Taylor & Assocs., L.P.), 249 B.R. 431 (E.D. Tenn. 1997). “§ 61-1-106(4). When “determining whether [a person] is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon consideration of all relevant facts, actions, and conduct of the parties.”
Bush v. Taylor (In Re Taylor & Assocs., L.P.), 249 B.R. 474 (E.D. Tenn. 1998). “§ 61-1-106(4). When “determining whether [a person] is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon consideration of all relevant facts, actions, and conduct of the parties.”
— Tenn. Code Ann. § 61-1-106(4)(2002) — 1 case
Frank Ray Baggett v. Anne Marie Baggett, 422 S.W.3d 537 (Tenn. Ct. App. 2013). “Tenn.Code Ann. § 61-1-106(4)(2002). The Supreme Court has explained: In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon consideration of all relevant facts, actions, and conduct of the…”
— Tenn. Code Ann. § 61-1-106(4)(AME) — 1 case
Bass v. Bass, 814 S.W.2d 38 (Tenn. 1991). “§ 61-l-105(a), and the receipt of a share of the profits of that business is prima facie evidence that a partnership exists, T.C.A. § 61-1-106(4). 2 In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be…”
— Tenn. Code Ann. § 61-1-106(4)(E) — 1 case
Doane v. City of Oak Ridge, 898 S.W.2d 728 (Tenn. Ct. App. 1995). “See T.C.A. § 61-1-106(3) and (4)(B). The rent in many, if not most, commercial leases is based on a percentage of revenues.”
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