Exam 31: Operation and Dissolution of General Partnerships

Under the RUPA, upon dissolution, the partnership must be liquidated.

_{53. A(n) imposes partnership duties and liabilities upon a nonpartner who has either represented himself or} Consented to be represented as a partner.

Jane, Kelly, and Lois are partners in an accounting firm, but Jane intends to retire and withdraw from the partnership at the end of the year. Under the RUPA, Jane is liable to the firm's creditors:

The RUPA authorizes the optional, central filing of a statement of partnership authority specifying the names of partners authorized to execute instruments transferring the partnership's real property. A filed statement is effective for six-year, renewable terms.

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

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

The Star General Partnership had assets worth $34,000 after liquidation. Frank, Gene, and Hank, equal partners, each contributed $3,000 into the capital pool at the inception of the business. Gene later loaned the business $5,000. They owe $23,000 to creditors. What will Gene get in distribution, assuming there is no agreement on the distribution of profits?

In a partnership of A, B, and C, A commits fraud which creates a $9,000 liability to the partnership. If the three partners share profits and losses equally, A's liability to the partnership for his fraudulent act is $3,000.

The doctrine of marshaling of assets is an equitable doctrine.

Under the RUPA, during winding up, the partnership must apply its assets first to discharge the obligations of partners who are creditors on parity with other creditors, subject to any other laws.

Under the RUPA, a dissociated partner is not liable for a partnership obligation incurred more than two years after dissociation.

The law of partnership differs greatly from the law of agency.

The liability of partners for a tort or breach of trust committed by any partner is unlimited, personal liability.

Under the RUPA, dissociation of a partner results in dissolution only in limited circumstances.

Colleen is admitted to the partnership of Elmore & Monticello and makes an initial capital contribution of $10,000. Two years later, when liabilities of the partnership exceed its assets by $20,000, the firm is dissolved. Paul had loaned the firm $5,000 six months before Colleen was admitted; Scott had loaned the firm $8,000 three months after Colleen was admitted. Colleen has:

Respondeat superior has no application to situations where a partner commits a tort, because only the partner, and not the partnership, is liable.

Where the UPA is controlling, Lynette, expelled from the YLC Partnership pursuant to a provision in the partnership agreement, can now force liquidation of the partnership.

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

Paul is driving a truck delivering goods for his partnership when he negligently backs into a customer's new car. The customer sues the partnership and recovers $6,000 in damages. What liability do the other partners have for Paul's actions?

Under the UPA, if a partner makes a loan to the partnership, he will be in the same position as other creditors who are not partners in requesting repayment upon dissolution.