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Exam 31: Operation and Dissolution of General Partnerships

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Question 21

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Under the UPA, which of the following liabilities of a partnership has the highest priority for payment out of partnership assets? Amounts owing to:

A) partners for profits.
B) partners for loans or advances.
C) creditors other than partners.
D) partners for capital.

E) None of the above
F) B) and C)

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Question 22

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Under the RUPA, a partner's dissociation in a term partnership is wrongful if before expiration of the term:

A) the partner voluntarily withdraws one month after another partner dies.
B) the partner dies.
C) a court determines the partner became incapable of performing her duties under the partnership agreement.
D) the partner becomes a debtor in bankruptcy.

E) None of the above
F) B) and C)

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Question 23

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Under the UPA, which of the following can be done only with the consent of all of the partners?

Chuck, Betty, and Bert form CB&B Partnership to run a specialty grocery store. Bert is the day-to-day manager of the store, Betty buys the groceries, and Chuck does all the administrative work. Betty decides she would like a new car to use when calling on prospective wholesalers. She makes a contract with Big Ben Motors in the name of CB&B without consulting Chuck and Bert. CB&B and the individual partners are:

David, Ed, and Fred are partners in the DEF partnership. The partnership is being dissolved, having $200,000 in assets and owing $410,000 to creditors. David contributed $100,000 in capital; Ed contributed $50,000 in capital; and Fred contributed $25,000 in capital. Profits are shared equally. Which of the following is correct with regard to the responsibility of each partner?

Paul is driving a truck delivering goods for his partnership when he negligently backs into a customer's new car. The customer sues the partnership and recovers $11,000 in damages. What liability do the other partners have for Paul's actions?

The UPA provides that partners are __________ liable on all debts and contract obligations of the partnership.

Under the RUPA, in a term partnership, if within 90 days after any specified cause of dissolution occurs, fewer than half of the remaining partners express their will to wind up the partnership business, the partnership will not dissolve.

Under the UPA, upon termination of a firm, each partner is entitled to the return of his capital after partnership creditors have been paid.

Under the UPA, submission of a partnership claim to arbitration requires the consent of all the partners.

Under the RUPA, it is possible to cure an illegality within 90 days after notice to the partnership of the event dissolving the partnership for illegality.

A person admitted into an existing partnership is personally liable for all of the obligations of the partnership arising before his admission.

A partner has implied authority to hire and fire employees whose services are necessary to carry on the partnership business.

If the general partnership is bound by a contract, then each individual general partner has unlimited personal liability for that obligation.

Under the UPA, neither a partner who causes dissolution by wrongfully withdrawing nor a partner expelled pursuant to the partnership agreement can force liquidation of the partnership.

Upon dissolution of a partnership, all authority of a partner to act on behalf of the partnership terminates.

A person has notice of a fact if the person has reason to know it exists from all of the facts known to the person at the time in question.

Dissociation refers to those situations in which the RUPA requires a partnership to wind up and terminate.

Under the RUPA, a partner in a term partnership who wrongfully dissociates before the end of a definite term cannot receive payment of a portion of the buyout price before the expiration of the term.

Under the UPA, absent an agreement otherwise, upon dissolution, a partner is entitled to which of the following after payment of partnership creditors?