., (1964) 42 TC 1067.The Supreme Court has explained that the distinction between co-owners of property and partners depends on whether they intend to and, in fact, join together for the present conduct of an undertaking or enterprise-The following factors are often cited as evidence of this intent:The agreement of the parties and their conduct in executing its terms;The contributions, if any, that each party makes to the venture;Control over income and capital and the right of each party to make withdrawals;Whether the parties are co-proprietors who share in net profits and have an obligation to share losses;Whether business was conducted in the joint names of the parties;Whether the parties held themselves out as joint venturers; andWhether separate books of account were maintained for the venture.The court held that the co-ownership arrangement constituted a partnership for federal tax purposes.

If you HAVE been sued and your assets threatened, and your lack of LLC did not present a problem - then your experience is relevant. 

Properties can over time, be it deferred maintenance or neighborhood decline, become a not so desirable investment for someone, at that point can they not sell their land or building to someone else? 

As you probably know, another option would be to 1031 exchange and defer the taxes and reinvest into something passive, if they're an accredited investor. 

There is no way to tell you if it is worth it as none of the financials were presented here so all the answers above could only be generally speaking.

I would propose a better way of evaluating real estate and that is to take the difference between the CAP rate and prevailing interest rate and use that to evaluate whether something is a deal or not.D = CAP - %APRThis would allow you to calculate the spread which is directly related to your debt assisted profitability (like a cash on cash return).You can vary what “D” you will accept based on the normal factors you would consider when thinking of the CAP rate (location, building type, number of units, financing, deferred maintenance, etc).You could also rearrange the equation to calculate the CAP to search for opportunities and how to offer for property:CAP = D + %APRIn this case, you can actually figure out the CAP by knowing the “D” you want to get for a given location, building type, etc and understanding the financing available to you and other investors for the opportunity.Any reason this is an inferior approach to CAP rate or cash on cash return?

Its all about how you present the offer and the strength of your pitch. 

Am looking for some input on what are good terms for a partnership.I have a deal that I am presenting to a potential partner.Its to purchase a commercial building and lease it out to a long-term tenant. 

My question: reading the MA laws, tenants need to not be present for the time period of the actual deleading.

Because it is tax-deferred, there shouldn't be any tax consequences in a current year as it's in a tax-deferred account, no different than you selling stocks inside an IRA.