Exam 31: Operation and Dissolution of General Partnerships

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

Kline, Finkel, and Martinez have been partners for years, but a court is now dividing the assets and liabilities of the partnership separate from the assets and liabilities of the individual partners.This process is called:

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

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

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.

Where a partner acts without either actual or apparent authority, the partnership:

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

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

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.

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

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.

Under the UPA, in order to avoid liability, only constructive notice of a dissolution is required to be given to third parties who had no knowledge of the partnership before its dissolution.

Under the RUPA, a partner's dissociation:

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.

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