Question 1

The death of a partner before the expiration of the term of a partnership is a nonwrongful dissociation.

Accepted Answer

A) True 
 B)False

Question 2

Which of the following is true about dissociation?

Accepted Answer

A) It is a partner's right to dissociate himself from the partnership. 
B) A partner has the power to dissociate from the partnership at any time. 
C) When a partner's dissociation violates the partnership agreement,it is nonwrongful dissociation. 
D) Consequences of wrongful and nonwrongful dissociations are always the same. 
A) It is a partner's right to dissociate himself from the partnership. 
B) A partner has the power to dissociate from the partnership at any time. 
C) When a partner's dissociation violates the partnership agreement,it is nonwrongful dissociation. 
D) Consequences of wrongful and nonwrongful dissociations are always the same.

Question 3

What is the term for the orderly sale of the assets of the partnership as part of dissociation?

Accepted Answer

A) Winding up 
B) Incorporation 
C) Organizing 
D) Foreclosure 
A) Winding up 
B) Incorporation 
C) Organizing 
D) Foreclosure

Question 4

In the case in the text,Paciaroni v.Crane,what did the court conclude?

Accepted Answer

A) The business of the partnership should cease during winding up. 
B) The partnership was required to sell all assets within a reasonable amount of time. 
C) The business of the partnership should continue during winding up. 
D) All winding-up partners must be included in the decision-making. 
A) The business of the partnership should cease during winding up. 
B) The partnership was required to sell all assets within a reasonable amount of time. 
C) The business of the partnership should continue during winding up. 
D) All winding-up partners must be included in the decision-making.

Question 5

Which of the following is true about a wrongfully dissociated partner?

Accepted Answer

A) He may perform the winding up. 
B) He may demand the partnership be dissolved. 
C) He is not entitled to the value of any of his partnership interest. 
D) He is entitled to his share of the partnership interest,minus the damages he caused the partnership. 
A) He may perform the winding up. 
B) He may demand the partnership be dissolved. 
C) He is not entitled to the value of any of his partnership interest. 
D) He is entitled to his share of the partnership interest,minus the damages he caused the partnership.

Question 6

Discuss the rules of dissociation and dissolution for mining partnerships.

Accepted Answer

The partnership rules of dissociation an

Question 7

Which of the following is true about the effect of partnership agreement?

Accepted Answer

A) The dissociations listed in the RUPA are merely default rules. 
B) The partners cannot change the definition of wrongful dissociations. 
C) Partners cannot require dissociation if a partner transfers his transferable partnership interest. 
D) The effects of nonwrongful dissociation cannot be changed. 
A) The dissociations listed in the RUPA are merely default rules. 
B) The partners cannot change the definition of wrongful dissociations. 
C) Partners cannot require dissociation if a partner transfers his transferable partnership interest. 
D) The effects of nonwrongful dissociation cannot be changed.

Question 8

Winding-up partners have ________ authority to conduct business as they did before dissolution,when notice of the dissolution is not given to those persons who know of the partnership prior to its dissolution.

Accepted Answer

A) actual 
B) implied 
C) apparent 
D) express 
A) actual 
B) implied 
C) apparent 
D) express

Question 9

Karla retires from Orton Associates,a partnership.The business is continued by the remaining partners and Wes,a new partner who has agreed to assume Karla's liability for partnership obligations.Creditors have not been notified of Karla's retirement.What are Karla and Wes's liabilities to the creditors?

Accepted Answer

Karla is fully liable on all obligations

Question 10

Ace Software Co.signed a deal with Gill Associates,a partnership,and has extended credit to it.Paul,a partner in Gill associates,retires but his partners continue the business.In order to release Paul from the debt owed to Ace,which of the following must occur?

Accepted Answer

A) The continuing partners must release Paul from liability on the debt. 
B) Paul must not secure his release from Ace. 
C) Paul has to contribute toward the debt as early as possible. 
D) The continuing partners should volunteer to set off Paul's liability. 
A) The continuing partners must release Paul from liability on the debt. 
B) Paul must not secure his release from Ace. 
C) Paul has to contribute toward the debt as early as possible. 
D) The continuing partners should volunteer to set off Paul's liability.

Question 11

________ may be proved by a creditor's knowledge of a partner's withdrawal and his continued extension of credit to the partnership.

Accepted Answer

A) Implied novation 
B) Actual novation 
C) Apparent novation 
D) Express novation 
A) Implied novation 
B) Actual novation 
C) Apparent novation 
D) Express novation

Question 12

To avoid winding up:

Accepted Answer

A) a unanimous vote of all partners,who have not wrongfully dissociated,is necessary to continue business. 
B) two-thirds majority of partners wanting to continue business is necessary. 
C) the court has to pass judgment to continue business. 
D) the remaining partners must file a continuing statement with the public office. 
A) a unanimous vote of all partners,who have not wrongfully dissociated,is necessary to continue business. 
B) two-thirds majority of partners wanting to continue business is necessary. 
C) the court has to pass judgment to continue business. 
D) the remaining partners must file a continuing statement with the public office.

Question 13

Which of the following is true about eliminating partners' apparent authority?

Accepted Answer

A) Eliminating apparent authority is not a safe practice during winding up. 
B) Apparent authority cannot be eliminated by merely informing the existing business clients. 
C) Filing a Statement of Dissolution will increase the partners' apparent authority. 
D) The partnership should post notice of the dissolution at its place of business to let third parties know. 
A) Eliminating apparent authority is not a safe practice during winding up. 
B) Apparent authority cannot be eliminated by merely informing the existing business clients. 
C) Filing a Statement of Dissolution will increase the partners' apparent authority. 
D) The partnership should post notice of the dissolution at its place of business to let third parties know.

Question 14

When winding-up partners disagree over an extraordinary decision,such as continuing the business for an extended period of time,________ approval is required.

Accepted Answer

A) unanimous partner 
B) majority partner 
C) minority partner. 
D) any partner's. 
A) unanimous partner 
B) majority partner 
C) minority partner. 
D) any partner's.

Question 15

A partner charged with winding up of the partnership has implied authority to take such appropriate actions necessary to accomplish the wind up.

Accepted Answer

A) True 
 B)False

Question 16

Which of the following is an implied authority of a partner winding up the business of an accounting partnership?

Accepted Answer

A) Entering into new contracts made after the dissolution 
B) Disposing of the partnership's excess supplies 
C) Making a contract to audit the financial records of a new client 
D) Borrowing money in the name of the partnership 
A) Entering into new contracts made after the dissolution 
B) Disposing of the partnership's excess supplies 
C) Making a contract to audit the financial records of a new client 
D) Borrowing money in the name of the partnership

Question 17

Partners who wind up the business of a dissociated partnership have implied authority to sell all the assets of the partnership.

Accepted Answer

A) True 
 B)False

Question 18

When proceeds from the sale of partnership assets are being distributed during winding up,which of the following is settled first?

Accepted Answer

A) Payment to partners to the extent of their capital contributions 
B) Payment to creditors of the partnership 
C) Payment to partners to the extent of their share of profits 
D) Payment to creditors after charging the partners' shares of losses 
A) Payment to partners to the extent of their capital contributions 
B) Payment to creditors of the partnership 
C) Payment to partners to the extent of their share of profits 
D) Payment to creditors after charging the partners' shares of losses

Question 19

Which of the following causes dissolution and winding up?

Accepted Answer

A) A partner's transfer of his transferable partnership interest 
B) When the partnership has completed the undertaking for which it was created 
C) A creditor's obtaining of a charging order 
D) The addition of a new partner to the partnership 
A) A partner's transfer of his transferable partnership interest 
B) When the partnership has completed the undertaking for which it was created 
C) A creditor's obtaining of a charging order 
D) The addition of a new partner to the partnership

Question 20

In an LLP that is continuing business after dissociation:

Accepted Answer

A) a dissociated partner has high risk of continuing liability for contracts. 
B) a dissociated partner has less risk of continuing liability for torts occurring before or after the partner leaves the LLP. 
C) the partner's liability is limited beyond the LLP's assets. 
D) the buyout payment made to a dissociated LLP partner will impair the ability of the LLP to pay its creditors. 
A) a dissociated partner has high risk of continuing liability for contracts. 
B) a dissociated partner has less risk of continuing liability for torts occurring before or after the partner leaves the LLP. 
C) the partner's liability is limited beyond the LLP's assets. 
D) the buyout payment made to a dissociated LLP partner will impair the ability of the LLP to pay its creditors.

Exam 39: Partners Dissociation and Partnerships Dissolution and Winding up

The death of a partner before the expiration of the term of a partnership is a nonwrongful dissociation.

Which of the following is true about dissociation?

What is the term for the orderly sale of the assets of the partnership as part of dissociation?

In the case in the text,Paciaroni v.Crane,what did the court conclude?

Which of the following is true about a wrongfully dissociated partner?

Discuss the rules of dissociation and dissolution for mining partnerships.

Which of the following is true about the effect of partnership agreement?

Winding-up partners have ________ authority to conduct business as they did before dissolution,when notice of the dissolution is not given to those persons who know of the partnership prior to its dissolution.

Ace Software Co.signed a deal with Gill Associates,a partnership,and has extended credit to it.Paul,a partner in Gill associates,retires but his partners continue the business.In order to release Paul from the debt owed to Ace,which of the following must occur?

________ may be proved by a creditor's knowledge of a partner's withdrawal and his continued extension of credit to the partnership.

To avoid winding up:

Which of the following is true about eliminating partners' apparent authority?

When winding-up partners disagree over an extraordinary decision,such as continuing the business for an extended period of time,________ approval is required.

A partner charged with winding up of the partnership has implied authority to take such appropriate actions necessary to accomplish the wind up.

Which of the following is an implied authority of a partner winding up the business of an accounting partnership?

Partners who wind up the business of a dissociated partnership have implied authority to sell all the assets of the partnership.

When proceeds from the sale of partnership assets are being distributed during winding up,which of the following is settled first?

Which of the following causes dissolution and winding up?

In an LLP that is continuing business after dissociation:

The Nature of Law

The Resolution of Private Disputes

Business and the Constitution

Business Ethics, Corporate Social Responsibility, Corporate Governance, and Critical Thinking

Criminal Law and Procedure

Intentional Torts

Negligence and Strict Liability

Intellectual Property and Unfair Competition

Introduction to Contracts

The Agreement: Offer

The Agreement: Acceptance

Consideration

Reality of Consent

Capacity to Contract

Illegality

Writing

Rights of Third Parties

Performance and Remedies

Formation and Terms of Sales Contracts

Product Liability

Performance of Sales Contracts

Remedies for Breach of Sales Contracts

Personal Property and Bailments

Real Property

Landlord and Tenant

Estates and Trusts

Insurance Law

Introduction to Credit and Secured Transactions

Security Interests in Personal Property

Bankruptcy

Negotiable Instruments

Negotiation and Holder in Due Course

Liability of Parties

Checks and Electronic Transfers

The Agency Relationship

Third-Party Relations of the Principal and the Agent

Introduction to Forms of Business and Formation of Partnerships

Operation of Partnerships and Related Forms

Limited Liability Companies, limited Partnerships, and Limited Liability Limited Partnerships

History and Nature of Corporations

Organization and Financial Structure of Corporations

Management of Corporations

Shareholders Rights and Liabilities

Securities Regulation

Legal and Professional Responsibilities of Auditors, Consultants, and Securities Professionals

Administrative Law

The Federal Trade Commission Act and Consumer Protection Laws

Antitrust: the Sherman Act

The Clayton Act, the Robinsonpatman Act, and Antitrust Exemptions and Immunities

Employment Law

Environmental Regulation

Filters