Exam 31: All Forms of Partnership

A partner may pursue his or her own interests without automatically violating the partner's fiduciary duties to the partnership and the other partners.

Cherry Creek Development,LP,is a limited partnership that invests in residential real estate projects. Its limited partners include more than 150 sophisticated investors and investment professionals. A Cherry Creek limited partner loses his or her limited liability if he or she

For two years after a partner dissociates from a continuing partnership,the partnership may be bound by the acts of the dissociated partner based on apparent authority.

Narib and Olivia are limited partners in Physicians Medical Center,a limited partnership. In terms of the firm's books and information regarding partnership business,Narib and Olivia are entitled to

Chet is a partner in Diligent Accounting Service. Chet can inspect Diligent's books and records

The death of a limited partner dissolves a limited partnership.

Rosalee is a partner in Silver Dragon,a partnership consisting of the owners of a Chinese and American restaurant. Silver Dragon incurs debt for new dining tables and chairs. With respect to this debt,Rosalee is

A majority of the states treat a partnership as an entity for most purposes.

Bryn,Cornell,and Duke are general partners in Equity Lending,a consumer credit,mortgage,and investment firm. Their agreement states that it is a breach of the agreement for any partner to assign his or her interest to a creditor without the consent of the other partners. -Bryn,Cornell,and Duke decide to admit Giselle as a new partner in Equity Lending. Giselle's liability for partnership debts incurred before her admission is

A limited partnership cannot be dissolved by court decree.

If no fixed duration of the partnership is specified,the partnership is a partnership at will,which means that it cannot be dissolved.

A limited liability partnership must be formed in compliance with state statutes.

Debra is a limited partner in Eco Baits,a pest control service organized as a limited partnership,which cannot pay its debts. Debra is liable for the debts

Jim and Kyle are partners in J&K Sales,which exports technical equipment under a three-year partnership agreement. One year into the term,Congress declares that the equipment can no longer be exported. J&K

Sebastian was the manager of Thai Bistro,a restaurant specializing in Southeast Asian foods. Sebastian opened a bank account in Thai Bistro's name,signing the account signature card as "owner." Umeko,who was often at Thai Bistro and had free access to its office,told others that she was "an owner" and "a partner." She also opened a bank account in Thai Bistro's name,and signed the account signature card as "owner." Sebastian told Vijay,the owner of Wong Noodles,Inc.,that Umeko was a member of a partnership that owned Thai Bistro. On this basis,Wong Noodles delivered its goods to Thai Bistro on credit. In fact,Thai Bistro was owned by a corporation. When the unpaid account totaled more than $10,000,Wong Noodles filed a suit against Umeko to collect. On what basis might Umeko be liable for the debt?

Some states have passed laws prohibiting the withdrawal of limited partners from a limited partnership.

Delany and Efron want to form a limited partnership to do general business bookkeeping with an emphasis on tax accounting. In most states,a limited partnership will be created when Delaney and Efron

In a limited partnership,limited partners have essentially the same rights as general partners to participate in management.

Cornell's assignment of his interest in Equity Lending to Financial Consultants Corporation results in

Kristin and Lindsey are partners in Mobile Devise,an online marketing firm. -Lindsey dissociates from Mobile. Kristin signs a contract with Organic Olives,a food seller,apparently on Mobile's behalf. Organic Olives does not know of Lindsey's dissociation. The contract is binding on