Exam 31: Operation and Dissolution of General Partnerships

Which of the following is true of dissociation?

Under the RUPA,a partner's dissociation:

Under the UPA,after all the partnership's creditors have been paid,each partner is entitled to repayment of his capital contribution upon termination of the firm.

Under the RUPA,in which of the following situations may a court order dissolution upon application by a partner?

Under the UPA,upon dissolution of a partnership,apparent authority terminates although actual authority generally continues.

The RUPA provides that partners are ____ liable on all contract obligations of the partnership.

If the partnership is bound by a contract,then each general partner has unlimited personal liability for that obligation.

Dale falsely tells Glenna that he is a partner in Huntsman Appraisers.Glenna casually repeats this information to Kash,who sells office equipment on credit to Huntsman in reliance on the statement.Kash cannot hold Dale liable because he was not justified in relying on the representation made privately by Dale to Glenna,which Dale did not consent to have repeated.

Under the RUPA,a partner who does not have actual authority from all of the partners may still bind the partnership by:

A partner's notification of a fact relating to the partnership is not effective against the other partners until the relevant fact is entered on the minutes at the next partnership meeting.

Distinguish a dissociation from a dissolution.Explain the effect of each.

Roberts,Smith,and Tomas have been partners for ten years.The partners,however,are now collecting debts,converting assets to cash,paying creditors,and distributing remaining assets to each partner.Roberts,Smith,and Tomas are engaged in:

Under the UPA,which of the following acts does not bind the partnership unless authorized by all of the partners?

David,a partner in the Tri-State Express Mail delivery partnership,negligently drove his delivery truck onto the curb during a rush-hour package delivery.Marlene was injured.Against whom can Marlene collect?

Actual authority terminates upon:

Shannon has just become a partner in A & R Accounting Partnership.Her capital contribution is $10,000,which she paid from her savings.Which of the following is correct with respect to Shannon's liability for partnership obligations?

A partner's liability for partnership debts is limited to his capital contribution.

If a partnership is a debtor under the Bankruptcy Code and partnership property is insufficient to pay all the claims against the partnership,the trustee in bankruptcy must first seek recovery of the deficiency from the estates of the bankrupt partners,and then may seek recovery from general partners who are not bankrupt.

The best and most reliable tool for preserving a partnership business after dissolution is through a continuation agreement.

The process of liquidation of a partnership is also known as "winding up."