Decedent's Partnership Property; Continuing Decedent's

Business; Partnerships; Operation.

(a)Unless otherwise ordered by the Superior Court of Guam pursuant to subsection

(b)of this Section, when a partnership existed between the decedent and any other person at the time of the decedent's COL372014 CH. 22 POWERS AND DUTIES OF EXECUTORS, ADMINISTRATORS WITH THE WILL ANNEXED AND ADMINISTRATORS death, the surviving partner has the right to continue in possession of the partnership, and settle its business, but the interest of the decedent in the partnership shall be included in the inventory of the property in the decedent's estate, and be appraised as other such property. The surviving partner shall settle the affairs of the partnership without delay, and account to the personal representative, and pay over to the personal representative such balances as may from time to time be payable to the personal representative, in right of the decedent. Upon application of the personal representative, the Superior Court of Guam, whenever it appears necessary, may order the surviving partner to render an account, and in case of neglect or refusal may, after notice, compel it by attachment; and the personal representative may maintain against the surviving partner any action which the decedent could have maintained.

(b)After notice to all persons interested in the estate, given in such manner as may be directed by the Superior Court of Guam, the Superior Court of Guam may authorize the personal representative to do the following:

(1)To continue the operation of the decedent's business, other than a business operated by a partnership in which the decedent was a partner, to such an extent and subject to such restrictions as the Superior Court of Guam may determine to be for the best interests of the estate and those interested therein; and

(2)To continue as a partner in any partnership in which the decedent was a partner at the time of death (unless inconsistent with the terms of any written partnership agreement executed by all of the partners prior to the decedent's death), with all the rights, powers, duties and obligations provided in the written partnership agreement, subject, however, to the written approval of all the surviving partners, and to such restrictions as the Superior Court of Guam may determine to be for the best interests of the estate and those interested therein; or, in the absence of such a written partnership agreement, and subject to the written consent of all of the surviving partners, with all the rights, powers, duties and obligations which the Superior Court of Guam may specify. The personal representative may be authorized to act as a general partner only if the decedent was a general partner at the time of death, and as a limited partner where the decedent at the time of death was COL372014 CH. 22 POWERS AND DUTIES OF EXECUTORS, ADMINISTRATORS WITH THE WILL ANNEXED AND ADMINISTRATORS either a general partner or a limited partner, as Alimited partner@ is defined in 18 GCA § 27101.