Exam 37: A: Partnerships and Limited Liability Partnerships

Connie,Drew,and Ellen are the general partners of Foreign Auto Repair,a lim?ited partner?ship.Connie dies.The partnership can

The majority rule controls decisions on ordinary matters connected with partnership business.

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

A partnership ends if one partner dissociates from the firm.

For most purposes,most states treat a partnership as an aggregate of its members.

Genetic Innovations,LP,is a limited partnership.The partners sign an agreement purporting to state how the firm's profits and losses are to be di?vided.The profits and losses of the firm will be divided

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

Mead,Nero,and Olen do business as Pipe & Stream Irrigation Services.After Mead's relationship to the firm ends,Nero and Olen agree to dis?continue the business.This is

Irwin was the manager of Highlights Grill,a sports bar and restaurant.Irwin opened a bank account in Highlights's name,signing the account signature card as "owner." Jody,who was often at Highlights and had free access to its office,told others that she was "an owner" and "a part?ner." She also opened a bank account in Highlights's name,and signed the account signature card as "owner." Irwin told Kelton,the owner of Natural Cheeses,Inc. ,that Jody was a member of a partnership that owned Highlights.On this basis,Natural Cheeses delivered its goods to Highlights on credit.In fact,Highlights was owned by a corporation.When the unpaid account totaled more than $10,000,Natural Cheeses filed a suit against Jody to collect.On what basis might Jody be liable for the debt?

Bo and Clancy decide to do business as Deck & Patio Awnings.To be a partnership,this association can result from an agreement that is

Bret is a general partner in Capitol Realty,LLLP,a limited liability lim?ited partnership,which cannot pay its debts.Bret is personally li?able for the debts

Devoting time,energy,and skill to partnership business is a partner's duty and a compensable service.

Fact Pattern 37-1B Brad,Carlos,and Dora are general partners in Eastside Physicians,a medical clinic.Their agreement states 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. -Refer to Fact Pattern 37-1B.Brad's dissociation from the firm results in

Each partner is deemed to be an agent of the other partners and of the partnerships.

Denise and Elke do business as Final Curtain Decorators.In most states,for purposes of holding title to property,this partnership would be treated as

Dunn and Etta are limited partners in Fancee Fashion Stores,a limited partner?ship.In terms of the firm's books,Dunn and Etta are entitled to

A partnership agreement can include almost any terms that the part?ners wish.

Fact Pattern 37-1B Brad,Carlos,and Dora are general partners in Eastside Physicians,a medical clinic.Their agreement states 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. -Refer to Fact Pattern 37-1B.The partners decide to dissolve Eastside.Dora collects and distributes the firm's assets.This results in

Ryder and Sergei are partners in Timberline Gear,which sells mountain- and rock-climbing equipment.Ryder manages the business.Unless the partnership agreement states otherwise,Ryder is

Free Range Western Ranch is a family limited liability partnership.All of the partners must be