Question 1

If a partner files a Statement of Dissolution with the secretary of state,a third party is deemed to have notice of such:

Accepted Answer

A) 60 days after the filing. 
B) 90 days after the filing. 
C) 30 days after the filing. 
D) 120 days after the filing. 
A) 60 days after the filing. 
B) 90 days after the filing. 
C) 30 days after the filing. 
D) 120 days after the filing.

Question 2

A(n)________ in the nature or time of payment of an obligation operates as a novation for an outgoing partner,when the creditor has knowledge of the partner's dissociation.

Accepted Answer

A) material modification 
B) alteration 
C) reasonable modification 
D) industry change 
A) material modification 
B) alteration 
C) reasonable modification 
D) industry change

Question 3

In the absence of a partnership agreement,the RUPA provides that any partner who has not wrongfully dissociated may perform the winding up.

Accepted Answer

A) True 
 B)False

Question 4

Only the dissociations listed in the RUPA are allowed.

Accepted Answer

A) True 
 B)False

Question 5

Which of the following is a mutual agreement,between all parties concerned,for the discharge of a valid existing obligation by the substitution of a new valid obligation on the part of the debtor or another?

Accepted Answer

A) Novation 
B) Ratification 
C) Accession 
D) Proclamation 
A) Novation 
B) Ratification 
C) Accession 
D) Proclamation

Question 6

Distributions-in-kind during a winding up occurs when:

Accepted Answer

A) partners receive proceeds from the partnership's assets. 
B) partners receive the assets rather than proceeds from their sale. 
C) partners receive the assets they personally attributed to the partnership. 
D) partners receive bonuses when the sale of their assets is more than their debt. 
A) partners receive proceeds from the partnership's assets. 
B) partners receive the assets rather than proceeds from their sale. 
C) partners receive the assets they personally attributed to the partnership. 
D) partners receive bonuses when the sale of their assets is more than their debt.

Question 7

An individual who leaves a partnership by nonwrongful dissociation is entitled to receive their value of the partnership.

Accepted Answer

A) True 
 B)False

Question 8

Which of the following is true about successor's liability for predecessor's obligations?

Accepted Answer

A) Once continuation begins after dissociation,the creditors remain the creditors of the predecessor. 
B) Partners may escape prior liabilities by forming new partnerships. 
C) There has to be an agreement with creditors to eliminate liability for prior obligations. 
D) The original partners are not liable for obligations incurred prior to dissociation. 
A) Once continuation begins after dissociation,the creditors remain the creditors of the predecessor. 
B) Partners may escape prior liabilities by forming new partnerships. 
C) There has to be an agreement with creditors to eliminate liability for prior obligations. 
D) The original partners are not liable for obligations incurred prior to dissociation.

Question 9

Which of the following causes a dissociation of a partnership?

Accepted Answer

A) Withdrawal of a partner from a partnership at will 
B) Three partners disagreeing on a matter in the ordinary course of business 
C) A partner being provided his partnership interest 
D) Addition of a partner to the partnership 
A) Withdrawal of a partner from a partnership at will 
B) Three partners disagreeing on a matter in the ordinary course of business 
C) A partner being provided his partnership interest 
D) Addition of a partner to the partnership

Question 10

Mark,John,and Graham are partners.Mark voluntarily and nonwrongfully leaves the partnership.However,the partnership has a three-year lease with Green Real Estate Inc.So long as Mark leaves the partnership,he is no longer liable for the lease agreement.

Accepted Answer

A) True 
 B)False

Question 11

Which of the following is a wrongful dissociation?

Accepted Answer

A) A partner retires at age 70 when the partnership agreement allows partners to retire at age 60. 
B) A partner assigns his partnership assets to a personal creditor. 
C) A judicial dissociation due to a partner's persistent and substantial use of partnership property for his own benefit. 
D) Death of a partner. 
A) A partner retires at age 70 when the partnership agreement allows partners to retire at age 60. 
B) A partner assigns his partnership assets to a personal creditor. 
C) A judicial dissociation due to a partner's persistent and substantial use of partnership property for his own benefit. 
D) Death of a partner.

Question 12

Discuss a partner's authority to borrow money during winding up.

Accepted Answer

Usually,the implied authority of a windi

Question 13

What is the term for a dissociation that violates the partnership agreement?

Accepted Answer

A) Wrongful dissociation 
B) Breach dissociation 
C) Fraud dissociation 
D) Agent dissociation 
A) Wrongful dissociation 
B) Breach dissociation 
C) Fraud dissociation 
D) Agent dissociation

Question 14

As discussed in the text,which of the following would not cause a partnership to dissolve in Austria?

Accepted Answer

A) Expiration of the period for which it was entered into 
B) Bankruptcy proceedings against the partnership assets 
C) Continuing business would only create a loss. 
D) Judicial decision 
A) Expiration of the period for which it was entered into 
B) Bankruptcy proceedings against the partnership assets 
C) Continuing business would only create a loss. 
D) Judicial decision

Question 15

Which of the following is true about dissolution and winding up the partnership?

Accepted Answer

A) In liquidation,the assets may not be sold separately. 
B) Winding up always requires the sale of assets. 
C) During winding up,the partners continue as fiduciaries to each other. 
D) Most firms provide the partners with the firms' assets rather than proceeds from the sale of the same. 
A) In liquidation,the assets may not be sold separately. 
B) Winding up always requires the sale of assets. 
C) During winding up,the partners continue as fiduciaries to each other. 
D) Most firms provide the partners with the firms' assets rather than proceeds from the sale of the same.

Question 16

The buyout price includes interest from the date:

Accepted Answer

A) of the dissociation. 
B) of the written request. 
C) the partnership formed. 
D) the partnership formally dissolved. 
A) of the dissociation. 
B) of the written request. 
C) the partnership formed. 
D) the partnership formally dissolved.

Question 17

A winding-up partner is entitled to ________ for her winding-up services,in addition to her normal share of profits.

Accepted Answer

A) the right of first refusal 
B) her requested fee 
C) 10% of the proceeds from all assets 
D) reasonable compensation 
A) the right of first refusal 
B) her requested fee 
C) 10% of the proceeds from all assets 
D) reasonable compensation

Question 18

Barks and Paws partnership is in the business of selling pit bull dogs.After operating the partnership for one year,the state outlawed the breeding and sales of pit bulls.Assuming this is the only activity of the partnership,dissolution of the partnership will be required.

Accepted Answer

A) True 
 B)False

Question 19

Which of the following is true about the liability of a dissociated partner for obligations incurred while a partner?

Accepted Answer

A) To complete the requirements for novation,a dissociated partner must also secure his release by the partnership's creditors. 
B) Dissociated partners are not liable to partnership creditors for partnership liabilities incurred while they were partners. 
C) Continuing partners must not indemnify dissociated partners from liability on partnership obligations. 
D) A creditor's agreement to release an outgoing partner from liability may be implied,but usually it is express. 
A) To complete the requirements for novation,a dissociated partner must also secure his release by the partnership's creditors. 
B) Dissociated partners are not liable to partnership creditors for partnership liabilities incurred while they were partners. 
C) Continuing partners must not indemnify dissociated partners from liability on partnership obligations. 
D) A creditor's agreement to release an outgoing partner from liability may be implied,but usually it is express.

Question 20

Hagus was a partner at Ace-Star General partnership.The partnership agreement stated that all partners would continue as partners until the year 2010.However,in 2006,Hagus was offered another business opportunity that was more attractive than remaining a partner with Ace-Star.Following this,he dissociated himself from Ace-Star.Which of the following is true with regard to this situation?

Accepted Answer

A) Hagus dissolved the Ace-Star General partnership. 
B) Hagus used his power to dissociate to withdraw from the partnership. 
C) Hagus eliminated his liability to the partnership obligations. 
D) Hagus used his right to dissociate to withdraw from the partnership. 
A) Hagus dissolved the Ace-Star General partnership. 
B) Hagus used his power to dissociate to withdraw from the partnership. 
C) Hagus eliminated his liability to the partnership obligations. 
D) Hagus used his right to dissociate to withdraw from the partnership.

Exam 39: Partners Dissociation and Partnerships Dissolution and Winding up

If a partner files a Statement of Dissolution with the secretary of state,a third party is deemed to have notice of such:

A(n)________ in the nature or time of payment of an obligation operates as a novation for an outgoing partner,when the creditor has knowledge of the partner's dissociation.

In the absence of a partnership agreement,the RUPA provides that any partner who has not wrongfully dissociated may perform the winding up.

Only the dissociations listed in the RUPA are allowed.

Which of the following is a mutual agreement,between all parties concerned,for the discharge of a valid existing obligation by the substitution of a new valid obligation on the part of the debtor or another?

Distributions-in-kind during a winding up occurs when:

An individual who leaves a partnership by nonwrongful dissociation is entitled to receive their value of the partnership.

Which of the following is true about successor's liability for predecessor's obligations?

Which of the following causes a dissociation of a partnership?

Mark,John,and Graham are partners.Mark voluntarily and nonwrongfully leaves the partnership.However,the partnership has a three-year lease with Green Real Estate Inc.So long as Mark leaves the partnership,he is no longer liable for the lease agreement.

Which of the following is a wrongful dissociation?

Discuss a partner's authority to borrow money during winding up.

What is the term for a dissociation that violates the partnership agreement?

As discussed in the text,which of the following would not cause a partnership to dissolve in Austria?

Which of the following is true about dissolution and winding up the partnership?

The buyout price includes interest from the date:

A winding-up partner is entitled to ________ for her winding-up services,in addition to her normal share of profits.

Barks and Paws partnership is in the business of selling pit bull dogs.After operating the partnership for one year,the state outlawed the breeding and sales of pit bulls.Assuming this is the only activity of the partnership,dissolution of the partnership will be required.

Which of the following is true about the liability of a dissociated partner for obligations incurred while a partner?

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