Question 1

A partner:

Accepted Answer

A) cannot be held criminally liable for the crimes of his partners. 
B) may be criminally liable for the crimes of his partners if he authorized the acts. 
C) who commits a tort is liable to the third party only through the partnership entity. 
D) has joint and several liability with his partners for contracts entered and for torts and crimes committed by other partners. 
A) cannot be held criminally liable for the crimes of his partners. 
B) may be criminally liable for the crimes of his partners if he authorized the acts. 
C) who commits a tort is liable to the third party only through the partnership entity. 
D) has joint and several liability with his partners for contracts entered and for torts and crimes committed by other partners.

Question 2

A retiring partner cannot be discharged from existing liabilities of the partnership except by payment.

Accepted Answer

A) True 
 B)False

Question 3

Under the UPA, in what circumstances do the remaining partners after dissolution have the right to continue the partnership?

Accepted Answer

The remaining partners have the right to

Question 4

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

Accepted Answer

A) True 
 B)False

Question 5

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:

Accepted Answer

A) no liability to Paul. 
B) liability to Paul to the extent of her capital contribution and is personally liable to Scott. 
C) no liability to Scott. 
D) liability to Paul and Scott only to the extent of her capital contribution. 
A) no liability to Paul. 
B) liability to Paul to the extent of her capital contribution and is personally liable to Scott. 
C) no liability to Scott. 
D) liability to Paul and Scott only to the extent of her capital contribution.

Question 6

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

Accepted Answer

A) True 
 B)False

Question 7

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

Accepted Answer

A) True 
 B)False

Question 8

Which of the following is true of dissociation?

Accepted Answer

A) All of the common law causes of dissociation are also causes under the RUPA. 
B) A partner has the power to dissociate at any time by expressing the intent to withdraw from the partnership. 
C) Which dissociations are wrongful are set forth by statute and cannot be modified by the partnership agreement. 
D) The partnership agreement cannot modify the effects of wrongful dissociation. 
A) All of the common law causes of dissociation are also causes under the RUPA. 
B) A partner has the power to dissociate at any time by expressing the intent to withdraw from the partnership. 
C) Which dissociations are wrongful are set forth by statute and cannot be modified by the partnership agreement. 
D) The partnership agreement cannot modify the effects of wrongful dissociation.

Question 9

Under the UPA, any suit in contract against the partners must name all of them as defendants.

Accepted Answer

A) True 
 B)False

Question 10

A partner who does not have actual authority to order a fax machine for the partnership office probably has apparent authority to do so.

Accepted Answer

A) True 
 B)False

Question 11

Maria is admitted as a partner to the existing Greene Ridge Partnership in June of 2010.Unless she signs an agreement to the contrary, she will be personally liable on all partnership obligations, including one incurred in December of 2009.

Accepted Answer

A) True 
 B)False

Question 12

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

Accepted Answer

A) True 
 B)False

Question 13

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?

Accepted Answer

A) Shannon has no liability for partnership debts that existed at the time of her admission as a partner. 
B) Shannon is liable only to the extent of her capital contribution for partnership debts that occur after her admission as a partner. 
C) Shannon has unlimited personal liability for all partnership debts regardless of whether they were incurred before or after she became a partner. 
D) Shannon has unlimited personal liability for all partnership obligations that occur after she became a partner; she has liability to the extent of her capital contribution for obligations that existed at the time she became a partner. 
A) Shannon has no liability for partnership debts that existed at the time of her admission as a partner. 
B) Shannon is liable only to the extent of her capital contribution for partnership debts that occur after her admission as a partner. 
C) Shannon has unlimited personal liability for all partnership debts regardless of whether they were incurred before or after she became a partner. 
D) Shannon has unlimited personal liability for all partnership obligations that occur after she became a partner; she has liability to the extent of her capital contribution for obligations that existed at the time she became a partner.

Question 14

Under the RUPA, dissolution is the equivalent of termination of a partnership.

Accepted Answer

A) True 
 B)False

Question 15

Which of the following is true regarding an insolvent partnership under the UPA?

Accepted Answer

A) The partners must contribute their respective share to the losses in order to pay creditors. 
B) If one of the partners is out of the jurisdiction and refuses to contribute, the other parties must contribute the additional amount necessary to pay the firm's liabilities in the relative proportions in which they share the profits. 
C) Any partner who pays an amount in excess of his proper share of the losses has a right of contribution against the partners who have not paid their share. 
D) All of these. 
A) The partners must contribute their respective share to the losses in order to pay creditors. 
B) If one of the partners is out of the jurisdiction and refuses to contribute, the other parties must contribute the additional amount necessary to pay the firm's liabilities in the relative proportions in which they share the profits. 
C) Any partner who pays an amount in excess of his proper share of the losses has a right of contribution against the partners who have not paid their share. 
D) All of these.

Question 16

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

Accepted Answer

A) An event makes it unlawful to continue substantially all of the partnership's business. 
B) A definite term for the partnership has expired. 
C) A partner files a petition for personal bankruptcy. 
D) The court finds the economic purpose of the partnership is likely to be unreasonably frustrated. 
A) An event makes it unlawful to continue substantially all of the partnership's business. 
B) A definite term for the partnership has expired. 
C) A partner files a petition for personal bankruptcy. 
D) The court finds the economic purpose of the partnership is likely to be unreasonably frustrated.

Question 17

If a partner's act is not apparently for carrying on in the ordinary course the partnership business:

Accepted Answer

A) the partnership is bound only where the partner has actual authority. 
B) the third person dealing with the partner becomes liable along with the partner. 
C) the partner is necessarily acting without authority. 
D) the partnership is bound anyway because a partner always has authority to bind the partnership. 
A) the partnership is bound only where the partner has actual authority. 
B) the third person dealing with the partner becomes liable along with the partner. 
C) the partner is necessarily acting without authority. 
D) the partnership is bound anyway because a partner always has authority to bind the partnership.

Question 18

Under the UPA, which of the following requires the unanimous consent of the partners?

Accepted Answer

A) Submission of a partnership claim to arbitration 
B) Confession of judgment 
C) Disposing of the goodwill of the business 
D) All of these 
A) Submission of a partnership claim to arbitration 
B) Confession of judgment 
C) Disposing of the goodwill of the business 
D) All of these

Question 19

The UPA codified all of the common law causes of dissolution of a partnership.

Accepted Answer

A) True 
 B)False

Question 20

Under the UPA, which of the following liabilities of a partnership has the highest priority for payment out of partnership assets? Amounts owing to:

Accepted Answer

A) partners for profits 
B) partners for loans and advances 
C) nonpartner creditors 
D) partners for capital 
A) partners for profits 
B) partners for loans and advances 
C) nonpartner creditors 
D) partners for capital

Exam 31: Operation and Dissolution of General Partnerships

A partner:

A retiring partner cannot be discharged from existing liabilities of the partnership except by payment.

Under the UPA, in what circumstances do the remaining partners after dissolution have the right to continue the partnership?

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

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

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

Which of the following is true of dissociation?

Under the UPA, any suit in contract against the partners must name all of them as defendants.

A partner who does not have actual authority to order a fax machine for the partnership office probably has apparent authority to do so.

Maria is admitted as a partner to the existing Greene Ridge Partnership in June of 2010.Unless she signs an agreement to the contrary, she will be personally liable on all partnership obligations, including one incurred in December of 2009.

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

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?

Under the RUPA, dissolution is the equivalent of termination of a partnership.

Which of the following is true regarding an insolvent partnership under the UPA?

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

If a partner's act is not apparently for carrying on in the ordinary course the partnership business:

Under the UPA, which of the following requires the unanimous consent of the partners?

The UPA codified all of the common law causes of dissolution of a partnership.

Under the UPA, which of the following liabilities of a partnership has the highest priority for payment out of partnership assets? Amounts owing to:

Introduction to Law

Business Ethics and the Social Responsibility of Business

Civil Dispute Resolution

Constitutional Law

Administrative Law

Criminal Law

Intentional Torts

Negligence and Strict Liability

Introduction to Contracts

Mutual Assent

Conduct Invalidating Assent

Consideration

Illegal Bargains

Contractual Capacity

Contracts in Writing

Third Parties to Contracts

Performance, Breach, and Discharge

Contract Remedies

Relationship of Principal and Agent

Relationship With Third Parties

Introduction to Sales and Leases

Performance

Transfer of Title and Risk of Loss

Products Liability: Warranties and Strict Liability in Tort

Sales Remedies

Form and Content

Transfer and Holder in Due Course

Liability of Parties

Bank Deposits, Collections, and Funds Transfers

Formation and Internal Relations of General Partnerships

Limited Partnerships and Limited Liability Companies

Nature, Formation, and Powers

Financial Structure

Management Structure

Fundamental Changes

Secured Transactions and Suretyship

Bankruptcy

Protection of Intellectual Property

Antitrust

Consumer Protection

Employment Law

Securities Regulation

Accountants Legal Liability

Environmental Law

International Business Law

Introduction to Property, Property Insurance, Bailments, and Documents of Title

Interests in Real Property

Transfer and Control of Real Property

Trusts and Decedents Estates

51: The Legal Environment Of Business

52: Contracts.

53: Agency.

54: Sales

55: Negotiable Instruments

56: Unincorporated Business Association

57: Corporations

58: Debtor and Creditor Relation

59: Regulation of Business

60: Property.

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