Exam 39: Partners Dissociation and Partnerships Dissolution and Winding up

The RUPA makes a dissociated partner liable as a partner to a party that entered into a transaction with the continuing partnership, unless:

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

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

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

In an LLP that is continuing business after dissociation:

Andrew, being a partner, has appointed a caretaker for his property. Therefore, he has committed a wrongful dissociation.

Under the RUPA, when the dissociated partner has not wrongfully dissociated and there is no partnership agreement on the issue, he should be paid within 120 days.

Bob was a partner in F & B Co., a partnership. Bob dissociated himself from it on June 1, 2000. On December 1, 2000, F & B Co. entered into a contract with Carey. Under which of the following scenarios may Bob be held liable to Carey, even though he is no longer a partner?

Which of the following causes dissolution and winding up?

Xavier, Yellie, and Zelda are partners of Koral Associates. The term of the partnership is 5 years, but Zelda withdraws after 1 year because she no longer wished to continue. Discuss the nature and consequences of Zelda's dissociation.

Under RUPA, a new partner just joining a partnership has no liability for past debts of the business.

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

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

A novation is said to take place when continuing partners release a dissociated partner from liability but creditors do not release him.

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

To avoid winding up:

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?

Which of the following is true about partnership rules for mining partnerships?

Which of the following is a consequence of wrongful dissociation?

Abraham, who is a partner in Adona's firm, has been declared a terrorist by the court following investigations of a criminal case. His partners at the firm want to expel him from partnership but they are not ready to give his interest in partnership. Is Abraham entitled to his interest in partnership?