Exam 31: Operation and Dissolution of General Partnerships

__________ is available to a third person to whom a representation is made and who justifiably relies on the representation.

Under the UPA, a creditor of a partnership must name all the partners as defendants in a suit on a contract obligation of the partnership.

The withdrawal of a partner in a partnership at will may be either a rightful or wrongful dissociation.

In a three person partnership, one partner commits fraud which creates a liability to the partnership of $9,000. If the three partners share profits and losses equally, each partner's liability to the partnership for the fraudulent act is $3,000.

Define dissolution under the UPA and discuss its three causes.

a. What is the liability of the partners for contracts regarding partnership business? b. What is the liability of the partnership for torts committed by a partner while acting in the ordinary course of partnership business? How does this compare to the liability of a principal under respondeat superior ? Explain.

Actual authority terminates upon:

Which of the following is NOT considered to be dissolution by operation of law under the UPA?

Under the RUPA, the partners have what type of liability for all contract obligations of the partnership?

The actual express authority of partners must be specifically set forth in the partnership agreement.

Smarth, King, and Finkel have been partners for years, but a court of equity is now segregating and considering separately the assets and liabilities of the partnership and the respective assets and liabilities of the individual partners. This process is called:

Under the UPA, after dissolution:

Under the RUPA, a judgment creditor of a partnership may first attempt to enforce a judgment against either the separate assets of a partner or the partnership itself.

Powell falsely tells Dunagan that she is a member of the partnership of Morgan and Stiles. Dunagan mentions this information to Trammell, who in reliance sells equipment on credit to Morgan and Stiles. Trammell can hold Powell liable for the misrepresentation.

Takira leaves the Coastal Area Accounting Partnership. She may immediately compete with the partnership for new clients and may collect and keep the fees she earns from both new clients and from old clients on account of transactions she completes from her partnership with Coastal Area .

A retiring partner has no way of being discharged from her existing liabilities other than by paying them off.

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

Partners are required to participate in winding up the partnership.

A partner has implied authority to:

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