Question 1

Which statement is true regarding the rights of partners to a rightful dissolution of a partnership?

Accepted Answer

A) The partners may continue the partnership upon majority vote. 
B) Rightful dissolution is by act of a partner only. 
C) All partners can demand that the partnership be wound-up but only the managing partner may participate in the wind-up. 
D) If the partners unanimously agree,they can continue the business using the partnership's name. 
E) Rightful dissolution is by act of court only. 
A) The partners may continue the partnership upon majority vote. 
B) Rightful dissolution is by act of a partner only. 
C) All partners can demand that the partnership be wound-up but only the managing partner may participate in the wind-up. 
D) If the partners unanimously agree,they can continue the business using the partnership's name. 
E) Rightful dissolution is by act of court only. D

Question 2

In what order should the partnership's debts be paid?

Accepted Answer

A) The loan to Ava,then the bank loan,then the capital to the partners. 
B) The bank loan,then the loan to Ava,then the capital to the partners. 
C) The capital to the partners,then the bank loan,then the loan to Ava. 
D) The bank loan,then the capital to the partners,then the loan to Ava. 
E) The order of payment of debts does not matter. 
A) The loan to Ava,then the bank loan,then the capital to the partners. 
B) The bank loan,then the loan to Ava,then the capital to the partners. 
C) The capital to the partners,then the bank loan,then the loan to Ava. 
D) The bank loan,then the capital to the partners,then the loan to Ava. 
E) The order of payment of debts does not matter. B

Question 3

Only officers in a limited partnership have a say in the management of the business.

Accepted Answer

A) True 
 B)False  False

Question 4

Which of the following is an agreement stating that continuing partners can keep partnership property and carry on the partnership business?

Accepted Answer

A) A continuation agreement 
B) A non-liquidation agreement 
C) A limitation agreement 
D) A proceeding agreement 
E) A forward agreement 
A) A continuation agreement 
B) A non-liquidation agreement 
C) A limitation agreement 
D) A proceeding agreement 
E) A forward agreement

Question 5

In general,members of LLCs execute an agreement at the time of the LLC's formation,however,members of limited partnerships do not.

Accepted Answer

A) True 
 B)False

Question 6

Which of the following is true if a partner wrongfully dissolves a partnership?

Accepted Answer

A) The partner who wrongfully dissolved the business must petition the court in order to complete the process. 
B) The partner who wrongfully dissolved the partnership can require that the business be wound up. 
C) The remaining partners must petition the court in order to complete the process. 
D) The partner who wrongfully dissolved the partnership can be held liable for damages to the remaining partners. 
E) The remaining partners must close the business. 
A) The partner who wrongfully dissolved the business must petition the court in order to complete the process. 
B) The partner who wrongfully dissolved the partnership can require that the business be wound up. 
C) The remaining partners must petition the court in order to complete the process. 
D) The partner who wrongfully dissolved the partnership can be held liable for damages to the remaining partners. 
E) The remaining partners must close the business.

Question 7

If,upon dissolution of a partnership,liabilities of the partnership are greater than the liquidated assets of the partnership,which of the following occurs?

Accepted Answer

A) Only partners who participated in management of the business must contribute his or her share of the losses to pay creditors. 
B) Only partners who did not participate in the management of the business must contribute his or her share of the losses to pay creditors. 
C) Each partner must contribute his or her share of the losses to pay creditors. 
D) The managing partner is liable for the liabilities,but other partners are not liable. 
E) The liabilities remain unpaid because the partners are not liable. 
A) Only partners who participated in management of the business must contribute his or her share of the losses to pay creditors. 
B) Only partners who did not participate in the management of the business must contribute his or her share of the losses to pay creditors. 
C) Each partner must contribute his or her share of the losses to pay creditors. 
D) The managing partner is liable for the liabilities,but other partners are not liable. 
E) The liabilities remain unpaid because the partners are not liable.

Question 8

Which of the following was the ruling of the court on appeal in the case of In re Leah Beth Woskob,Debtor;Alex Woskob;Helen Woskob;the Estate of Victor Woskob v.Leah Beth Woskob,the case in the text involving a dispute regarding whether a partnership was dissolved prior to the death of one of the partners making the attempt of the other partner to buy out the deceased partner's interest untimely?

Accepted Answer

A) That by agreement of the partners,the partnership had been dissolved prior to the death. 
B) That the exclusion of a partner from the partnership was grounds for automatic dissolution and that,on that basis,the partnership had been dissolved prior to the death of the partner at issue. 
C) That the partnership had not been dissolved at the time of the death of the partner at issue. 
D) That the insolvency of one of the partners resulted in automatic dissolution of the partnership prior to the death of the partner at issue. 
E) That the partnership was dissolved prior to the death of the partner at issue based upon lawsuits filed by third-party creditors. 
A) That by agreement of the partners,the partnership had been dissolved prior to the death. 
B) That the exclusion of a partner from the partnership was grounds for automatic dissolution and that,on that basis,the partnership had been dissolved prior to the death of the partner at issue. 
C) That the partnership had not been dissolved at the time of the death of the partner at issue. 
D) That the insolvency of one of the partners resulted in automatic dissolution of the partnership prior to the death of the partner at issue. 
E) That the partnership was dissolved prior to the death of the partner at issue based upon lawsuits filed by third-party creditors.

Question 9

Pietro and Avana have a partnership importing exotic birds from South America.Congress passes a law prohibiting the importation of birds.Does the law have any effect on the partnership?

Accepted Answer

A) No. 
B) The partnership is automatically dissolved by operation of law. 
C) The partnership has 90 days to continue to operate. 
D) The partnership is automatically dissolved by act of court. 
E) The partnership can continue to do business because it existed before the law was passed. 
A) No. 
B) The partnership is automatically dissolved by operation of law. 
C) The partnership has 90 days to continue to operate. 
D) The partnership is automatically dissolved by act of court. 
E) The partnership can continue to do business because it existed before the law was passed.

Question 10

In which phase during the life of a partnership are the partners involved in collecting assets and taking inventory?

Accepted Answer

A) Performance 
B) Termination 
C) Dissolution 
D) Winding Down 
E) Formation 
A) Performance 
B) Termination 
C) Dissolution 
D) Winding Down 
E) Formation

Question 11

Limited partnerships are also known as which of the following?

Accepted Answer

A) Special partnerships 
B) Limited liability partnerships 
C) Specific partnerships 
D) General partnerships 
E) Both limited liability partnerships and specific partnerships 
A) Special partnerships 
B) Limited liability partnerships 
C) Specific partnerships 
D) General partnerships 
E) Both limited liability partnerships and specific partnerships

Question 12

Which of the following is a type of partnership,if any,that does not specify the objective or duration of the partnership?

Accepted Answer

A) An indeterminate partnership. 
B) A partnership at sufferance. 
C) A temporary partnership. 
D) A partnership at will. 
E) There is no such partnership because a partnership cannot exist unless either the objective or duration is stated. 
A) An indeterminate partnership. 
B) A partnership at sufferance. 
C) A temporary partnership. 
D) A partnership at will. 
E) There is no such partnership because a partnership cannot exist unless either the objective or duration is stated.

Question 13

Oslo and Faraya want to form a partnership.Oslo is very ill and they verbally agree that Faraya can continue the business after his death.What type of agreement should they execute in order to ensure that Faraya can keep the partnership property and carry on the business after Oslo's death?

Accepted Answer

A) Post-death agreement. 
B) Continuation agreement. 
C) Honorable agreement. 
D) Contingent agreement. 
E) There is no such agreement. 
A) Post-death agreement. 
B) Continuation agreement. 
C) Honorable agreement. 
D) Contingent agreement. 
E) There is no such agreement.

Question 14

Partners may not engage in a business that competes with the partnership business during the winding-up process.

Accepted Answer

A) True 
 B)False

Question 15

Which statement is true regarding the issue of Fernando's father deciding to manage the partnership?

Accepted Answer

A) He may be involved in management;but,as a limited partner,he may not be paid additional amounts for doing so. 
B) As a limited partner,he may not be involved in management and retain limited liability. 
C) There is no effect on the partnership agreement. 
D) Before he can undertake management duties,he must get the approval of at least one half of all general and limited partners. 
E) He may be involved in all matters of management except strategic planning. 
A) He may be involved in management;but,as a limited partner,he may not be paid additional amounts for doing so. 
B) As a limited partner,he may not be involved in management and retain limited liability. 
C) There is no effect on the partnership agreement. 
D) Before he can undertake management duties,he must get the approval of at least one half of all general and limited partners. 
E) He may be involved in all matters of management except strategic planning.

Question 16

If a partnership does not notify third parties of a dissolution,a partner can still have authority to bind the partnership.

Accepted Answer

A) No 
B) Supposed 
C) Actual 
D) Implied 
E) True 
A) No 
B) Supposed 
C) Actual 
D) Implied 
E) True

Question 17

A partnership must experience the winding-up stage,but not the dissolution stage,before the partnership may be terminated.

Accepted Answer

A) True 
 B)False

Question 18

Dissolution of a partnership is considered complete when which of the following happens?

Accepted Answer

A) Thirty days after any partner,by choice or by default,stops fulfilling the role of a partner to the business. 
B) Only when any partner,by choice,stops fulfilling the role of a partner to the business. 
C) When any partner,by choice or by default,stops fulfilling the role of a partner to the business. 
D) Thirty days after any partner,by default,stops fulfilling the role of a partner to the business. 
E) Only when any partner,by default,stops fulfilling the role of a partner to the business. 
A) Thirty days after any partner,by choice or by default,stops fulfilling the role of a partner to the business. 
B) Only when any partner,by choice,stops fulfilling the role of a partner to the business. 
C) When any partner,by choice or by default,stops fulfilling the role of a partner to the business. 
D) Thirty days after any partner,by default,stops fulfilling the role of a partner to the business. 
E) Only when any partner,by default,stops fulfilling the role of a partner to the business.

Question 19

Which of the partners can demand that the winding up process begin?

Accepted Answer

A) Kyra or Morgan,because Cole is operating a competing business. 
B) By law,the winding up process begins thirty days after dissolution,thus no partner can demand that the winding up process begin. 
C) Only Cole. 
D) Any of the partners. 
E) Kyra or Morgan,because Cole demanded dissolution. 
A) Kyra or Morgan,because Cole is operating a competing business. 
B) By law,the winding up process begins thirty days after dissolution,thus no partner can demand that the winding up process begin. 
C) Only Cole. 
D) Any of the partners. 
E) Kyra or Morgan,because Cole demanded dissolution.

Question 20

Which of the following circumstances will not dissolve a limited partnership?

Accepted Answer

A) Written consent by the majority of all partners. 
B) The expiration of the term established in the certificate of the limited partnership. 
C) The withdrawal of the general partner. 
D) An act of court. 
E) The completion of the objective established in the certificate. 
A) Written consent by the majority of all partners. 
B) The expiration of the term established in the certificate of the limited partnership. 
C) The withdrawal of the general partner. 
D) An act of court. 
E) The completion of the objective established in the certificate.

Exam 37: Partnerships: Termination and Limited Partnerships

Which statement is true regarding the rights of partners to a rightful dissolution of a partnership?

In what order should the partnership's debts be paid?

Only officers in a limited partnership have a say in the management of the business.

Which of the following is an agreement stating that continuing partners can keep partnership property and carry on the partnership business?

In general,members of LLCs execute an agreement at the time of the LLC's formation,however,members of limited partnerships do not.

Which of the following is true if a partner wrongfully dissolves a partnership?

If,upon dissolution of a partnership,liabilities of the partnership are greater than the liquidated assets of the partnership,which of the following occurs?

Pietro and Avana have a partnership importing exotic birds from South America.Congress passes a law prohibiting the importation of birds.Does the law have any effect on the partnership?

In which phase during the life of a partnership are the partners involved in collecting assets and taking inventory?

Limited partnerships are also known as which of the following?

Which of the following is a type of partnership,if any,that does not specify the objective or duration of the partnership?

Oslo and Faraya want to form a partnership.Oslo is very ill and they verbally agree that Faraya can continue the business after his death.What type of agreement should they execute in order to ensure that Faraya can keep the partnership property and carry on the business after Oslo's death?

Partners may not engage in a business that competes with the partnership business during the winding-up process.

Which statement is true regarding the issue of Fernando's father deciding to manage the partnership?

If a partnership does not notify third parties of a dissolution,a partner can still have authority to bind the partnership.

A partnership must experience the winding-up stage,but not the dissolution stage,before the partnership may be terminated.

Dissolution of a partnership is considered complete when which of the following happens?

Which of the partners can demand that the winding up process begin?

Which of the following circumstances will not dissolve a limited partnership?

An Introduction to Dynamic Business Law

Business Ethics

The Uslegal System

Alternative Dispute Resolution

Constitutional Principles

International and Comparative Law

Crime and the Business Community

Tort Law

Negligence and Strict Liability

Product Liability

Liability of Accountants and Other Professionals

Intellectual Property

Introduction to Contracts

Agreement

Consideration

Capacity and Legality

Legal Assent

Contracts in Writing

Third-Party Rights to Contracts

Discharge and Remedies

Introduction to Sales and Lease Contracts

Title,risk of Loss,and Insurable Interest

Performance and Obligations Under Sales and Leases

Remedies for Breach of Sales and Lease Contracts

Warranties

Negotiable Instruments: Negotiability and Transferability

Negotiation, holder in Due Course, and Defenses

Liability, defenses, and Discharge

Checks and Electronic Fund Transfers

Secured Transactions

Other Creditors Remedies and Suretyship

Bankruptcy and Reorganization

Agency Formation and Duties

Liability to Third Parties and Termination

Forms of Business Organization

Partnerships: Nature, formation, and Operation

Corporations: Formation and Financing

Corporations: Directors, officers, and Shareholders

Corporations: Mergers, consolidations, terminations

Corporations: Securities and Investor Protection

Employment and Labor Law

Employment Discrimination

Administrative Law

Consumer Law

Environmental Law

Antitrust Law

The Nature of Property, personal Property, and Bailments

Real Property

Landlord-Tenant Law

Insurance Law

Wills and Trusts

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