Exam 31: Operation and Dissolution of General Partnerships

Under the UPA, neither a partner who causes dissolution by wrongfully withdrawing nor a partner expelled pursuant to the partnership agreement can force liquidation of the partnership.

Under the RUPA, a partner's dissociation in a term partnership is wrongful if before expiration of the term:

Under the UPA, absent an agreement otherwise, upon dissolution, a partner is entitled to which of the following after payment of partnership creditors?

Under the UPA, after dissolution:

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

Does a new partner in a firm have personal liability for debts existing when he joined the firm? What should a prospective partner do to avoid unreasonable liability?

Randy, Mona, and Richard are partners. Under the UPA, a creditor of their partnership must name all three partners as defendants in a suit on a contract obligation of the partnership.

The UPA provides that partners are __________ liable on all debts and contract obligations of the partnership.

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:

"Dissolution" of a partnership and "termination" of a partnership are synonymous.

Actual authority terminates upon:

The RUPA requires a central filing of a statement of partnership authority specifying the names of partners authorized to execute instruments transferring real property held in the name of the partnership.

Dissociation refers to those situations in which the RUPA requires a partnership to wind up and terminate.

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.

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

John, Samuel, and Jim are general partners in the development of an electric car. Jim pours all his money into the project, but it never seems to work out. Eventually the partnership and Jim cannot meet their daily obligations, and the partnership is dissolved. Jim files for bankruptcy. If the partnership assets are insufficient to pay all claims against the partnership:

If a partner has paid more than his share of partnership losses, he has a right of contribution against the partners who have not paid their share.

Bernice is withdrawing from a partnership in a state that adopted the UPA. How can she protect herself against liability on contracts the firm enters after her withdrawal?

Under the RUPA, in a term partnership, if within 90 days after any specified cause of dissolution occurs, fewer than half of the remaining partners express their will to wind up the partnership business, the partnership will not dissolve.

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