In Re Lee Groff A/k/a Benny Lee Groff and Gwen Groff A/k/adoris Gwen Groff D/b/a Groff Cattle Company, Debtors.agri-tech Services, Inc. and Morgan County Feeders, Inc.;pickering-groff; Ed Pickering, Plaintiffs-appellees, v. Citizens Bank of Clovis, Defendant-appellant,lee Groff, Also Known As Benny Lee Groff; Gwen Groff, Alsoknown As Doris Gwen Groff; Lee Groff Cattle Co.; El Pasonational; Paul Sloane; Ersell Sloane; Thomas Countystockyards, Inc.; Wilcox Livestock Auction, Defendants, 898 F.2d 1475 (10th Cir. 1990)

Citizens Bank of Clovis (Citizens Bank) appeals adverse rulings in both the bankruptcy and district courts in this priority dispute. Both courts determined that Citizens Bank had no interest in certain cattle held by a joint venture in which Lee Groff, a bankruptcy debtor, participated. The central issue on appeal is whether the rules governing partners' interests in partnership assets also apply to joint ventures. We hold that they do and, therefore, affirm the district court's decision.

To secure a debt of Lee and Gwen Groff, Citizens Bank took a security interest in specified cattle the Groffs owned and all cattle "after acquired." Unbeknownst to Citizens Bank, Lee Groff was about to enter a cattle-feeding venture with Ed Pickering. On several subsequent occasions, Groff and Pickering purchased cattle from Agri-Tech Services, Inc. (Agri-Tech), with Morgan County Feeders, Inc. (Morgan County) providing purchase money financing.¹ 

When Lee and Gwen Groff filed a bankruptcy petition, the question arose concerning creditors' rights to the Groff-Pickering cattle. Citizens Bank argued that the cattle came within the after-acquired property clause of their security agreement with the Groffs. The bankruptcy court held that (1) Groff and Pickering were engaged in a joint venture, (2) the cattle were property of the joint venture, (3) in this context, New Mexico partnership law applies to joint ventures, and (4) under New Mexico partnership law, Citizens Bank, as a creditor of the Groffs in their individual capacities only, had no interest in the Groff-Pickering cattle.²  Consequently, the bankruptcy court ruled that the Groffs' bankruptcy estate did not contain the Groff-Pickering cattle; the estate contained only "the debtors' interest in the Groff-Pickering joint venture as determined under the New Mexico substantive law of partnerships."³  III R. 637. The district court affirmed. On this appeal, Citizens Bank does not contest the first two issues listed above. Our review of the remaining issues is de novo. See Bartmann v. Maverick Tube Corp., 853 F.2d 1540, 1543 (10th Cir. 1988).

* Citizens Bank's principal contention on appeal is that in view of the bankruptcy court's finding that Groff and Pickering were engaged in a joint venture, it was inconsistent and erroneous to apply partnership law to the joint venture's property. This argument, however, ignores the essential nature of a joint venture.

The joint venture as a legal organization was unknown to the early common law; it is a creature of the American judiciary, dating from the late nineteenth century. Parks v. Riverside Ins. Co. of Am., 308 F.2d 175, 177 (10th Cir. 1962); 46 Am.Jur.2d Joint Ventures Sec. 2, at 23 & n. 11 (1969). Although its history is not entirely clear, apparently the joint venture concept was developed to extend principles of partnership law to organizations that did not meet the technical requirements of a partnership. See 1 A. Bromberg & L. Ribstein, Bromberg and Ribstein on Partnership Sec. 1.01(b), at 1:5 (1988) [hereinafter Bromberg and Ribstein on Partnership ]; H. Reuschlein & W. Gregory, Handbook on the Law of Agency and Partnership Sec. 266, at 441-42 (1979) [hereinafter Law of Agency and Partnership ].

Today, the sole characteristic distinguishing a joint venture from a partnership is the joint venture's more limited purpose or scope: a joint venture is usually limited to carrying out a single transaction or a series of related transactions, while a partnership is for the purpose of carrying on a continuing business. 1 Bromberg and Ribstein on Partnership Sec. 2.06(a), at 2:42-:43; H. Henn & J. Alexander, Laws of Corporations and Other Business Enterprises Sec. 49, at 105-06 (3d ed. 1983) [hereinafter Laws of Corporations ]; Law of Agency and Partnership Sec. 266, at 442-43; see Quirico v. Lopez, 106 N.M. 169, 740 P.2d 1153, 1155 (1987) ("the parties entered into a joint venture, a single partnership transaction"); Hansler v. Bass, 106 N.M. 382, 743 P.2d 1031, 1036 (Ct.App.) ("a joint venture ... is generally considered to be a partnership for a single transaction"), cert. denied, 106 N.M. 375, 743 P.2d 634 (1987).⁴  Delineating the activity level beyond which a joint venture becomes a partnership can be a challenging task, Madison Nat'l Bank v. Newrath, 261 Md. 321, 275 A.2d 495, 498 (Ct.App.1971); Law of Agency and Partnership 266, at 442, but in most cases this is unnecessary, because " [a]s a general rule the substantive law of partnerships is applicable in determining the rights and liabilities of joint venturers and third parties," Stone v. First Wyo. Bank N.A., 625 F.2d 332, 340 (10th Cir. 1980) (applying Wyoming law); see also Hansler v. Bass, 743 P.2d at 1036 (applying N.M. Stat.Ann. Sec. 54-1-7, UPA Sec. 7, to joint venture).

As a matter of fact, "the present trend is to include joint ventures as a recognized type of partnership, rather than a distinct but analogous business entity." Law of Agency and Partnership Sec. 266, at 446. The Uniform Partnership Act itself applies to "a partnership for a fixed term or particular undertaking." N.M.Stat.Ann. Sec. 54-1-23(A), UPA Sec. 23(1); see also Brown v. Fairbanks, 121 Cal. App. 2d 432, 263 P.2d 355, 360 (Dist.Ct.App.1953) ("A partnership may be formed for one or two ventures as well as for the conduct of a general and continuous business."). Any departure from partnership law in the context of joint ventures should be justified on the basis of the joint venture's more limited scope. See Laws of Corporations Sec. 49, at 107; see, e.g., Meridian Homes Corp. v. Nicholas W. Prassas & Co., 687 F.2d 228, 231-32 (7th Cir. 1982) (under Illinois law, determining date of termination in absence of agreement differs between partnership and joint venture); Law of Agency and Partnership Sec. 266, at 445 (actual and apparent authority of joint venturer may be more limited than that of partner).⁵  Keeping this in mind, we examine partnership law governing partners' rights in partnership property.

II

Before the Uniform Partnership Act, the courts struggled in their attempts to apply traditional concepts of joint ownership to partnership property because none of these approaches were well suited to the partnership's business context. The resulting confusion and inconsistencies were the principal catalysts behind the creation of the Uniform Partnership Act (UPA) in 1914.⁶  See generally UPA commissioner's prefatory note & Sec. 25 official comment; 1 Bromberg and Ribstein on Partnership Secs. 3.04(a), 3.05(d) (1).

The UPA provides that the partnership owns property as an entity, separate and distinct from the partners. See N.M.Stat.Ann. Sec. 54-1-8, UPA Sec. 8. The rights of the partners in specific partnership property is as co-owners, holding as tenants in partnership. Id. Sec. 54-1-25(A), UPA Sec. 25(1). But " [a] partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property," id. Sec. 54-1-25(B) (2), UPA Sec. 25(2) (b), and " [a] partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership," id. Sec. 54-1-25(B) (3), UPA Sec. 25(2) (c). Individual partners can only assign their residual interests in the entire partnership. This is also the only partnership interest that the partners' individual creditors can reach; only partnership creditors can attach partnership property. See id. Secs. 54-1-26 to -28, UPA Secs. 26-28. On dissolution of the partnership, partnership creditors have priority in the distribution of partnership property. If an individual partner becomes insolvent, that partner's individual creditors have priority over partnership creditors with regard to his separate property. See id. Secs. 54-1-38(A), -40(H) to -40(I), UPA Secs. 38(1), 40(h)-(i). So the UPA treats the partnership and its assets and liabilities as a separate entity, distinct from the assets and liabilities of its owners. This scheme is necessary to prevent disruption of, and facilitate credit for, the partnership business. It is equally necessary in the context of joint ventures.⁷ 

In this case, because the Groffs purported to act solely on their own behalf in granting a lien on their cattle to Citizens Bank, they could transfer no interest in the Groff-Pickering cattle.⁸  The Groff-Pickering cattle could not enter the Groffs' bankruptcy estate under 11 U.S.C. § 541; only the Groffs' residual interest in the Groff-Pickering joint venture became property of the estate. See E.A. Martin Mach. Co. v. Williams (In re Newman), 875 F.2d 668, 671 (8th Cir. 1989) (partner-debtor); Campbell v. Bolen (In re Caudy Custom Builders, Inc.), 31 B.R. 6, 9 (Bankr.D.S.C. 1983) (joint venturer-debtor); 1 Bromberg and Ribstein on Partnership Sec. 3.05(d) (4); cf. Hopkins Ill. Elevator Co. v. Pentell (In re Pentell), 777 F.2d 1281, 1284-85 (7th Cir. 1985) (limited partner-debtor).

AFFIRMED.