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, 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.

Norma leaves the Tri-County 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 Tri-County.

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

Shannon has just become a partner in A & R Accounting Partnership. Her capital contribution is $10,000, which she paid from her savings. Shannon:

The UPA marshaling of assets doctrine is abolished by the RUPA.

Which of the following describes the imposing of partnership duties and liabilities upon a person who is not a partner in an existing partnership by reason of his consenting to representation that he is a partner?

Upon dissolution, a partner still has authority to complete existing contracts.

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.

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.

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

A partner is criminally liable for the crimes of her partners.

Any partner by himself has the power to dissolve a term partnership by giving notice to the other partners.

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.

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

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

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:

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?

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:

A partner has the power to dissociate at any time by expressing the intent to withdraw.