Exam 31: Operation and Dissolution of General Partnerships

Partners are not required to participate in winding up the partnership.

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.

A person who represents himself to third persons as being a partner when in fact he is not, may have the liability of a partner.

A partner has implied authority to hire and fire employees whose services are necessary to carry on the partnership business.

Under the UPA, which of the following can be done only with the consent of all of the partners?

Under the RUPA, it is possible to cure an illegality within 90 days after notice to the partnership of the event dissolving the partnership for illegality.

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

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

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

Chuck, Betty, and Bert form CB&B Partnership to run a specialty grocery store. Bert is the day-to-day manager of the store, Betty buys the groceries, and Chuck does all the administrative work. Betty decides she would like a new car to use when calling on prospective wholesalers. She makes a contract with Big Ben Motors in the name of CB&B without consulting Chuck and Bert. CB&B and the individual partners are:

Under the UPA, after dissolution:

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

General Widget's partnership assets amount to $34,000 after liquidation. Frank, Gene, and Hank, equal partners, each contributed $3,000 into the capital pool at the inception of the business. Gene later loaned the business $5,000. The partnership owes $23,000 to creditors for inventory. Under the UPA, what will Gene get in distribution, assuming there is no agreement on the distribution of profits?

Define dissolution under the UPA and discuss its three causes.

Authority that a third person, in view of the circumstances, the conduct of the parties, and a lack of notice or knowledge to the contrary, may reasonably consider to exist is known as:

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

Paul is driving a truck delivering goods for his partnership when he negligently backs into a customer's new car. The customer sues the partnership and recovers $11,000 in damages. What liability do the other partners have for Paul's actions?

Under the RUPA, a partner in a term partnership who wrongfully dissociates before the end of a definite term cannot receive payment of a portion of the buyout price before the expiration of the term.

Winding up involves all but which one of the following?

Aileen, Jamie, and Delmer are partners in a florist shop. If Delmer engages in conduct that makes it not reasonably practicable to carry on the business, the partnership is dissolved by operation of law.