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Exam 31: Operation and Dissolution of General Partnerships

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Question 31

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

A) The sale of an office computer.
B) Confession of judgment.
C) The firing of a partnership employee.
D) All of these.

E) B) and C)
F) A) and B)

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Question 32

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John, Samuel, and Jim are general partners in the development of an electric car.Jim pours all his money into the project, but it never seems to work out.Eventually the partnership and Jim cannot meet their daily obligations, and the partnership is dissolved.Jim files for bankruptcy.If the partnership assets are insufficient to pay all claims against the partnership:

A) Jim's personal assets are not available for the partnership debts because he has limited liability.
B) the bankruptcy court must follow the doctrine of marshaling of assets.
C) the trustee in bankruptcy must seek recovery of the deficiency first from John and Samuel.
D) Jim is released from liability because of the bankruptcy proceedings.

E) A) and B)
F) B) and C)

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Question 33

Multiple Choice

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Winding up involves all but which one of the following?

A partner may bind the partnership by her act if she has:

Much of the law of partnership is the law of agency.

Under the UPA, after dissolution:

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

Jane, Keegan, and Lois are partners in a state that has adopted the RUPA.Jane intends to retire and withdraw from the partnership at the end of the year.Jane is liable to the firm's creditors:

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?

Takira leaves the Coastal Area Accounting Partnership.She may immediately compete with the partnership for new clients and may collect and keep the fees she earns from both new clients and from old clients on account of transactions she completes from her partnership with Coastal Area .

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.

The RUPA requires a central filing of a statement of partnership authority specifying the names of partners authorized to execute instruments transferring real property held in the name of the partnership.

In a partnership of A, B , and C, A commits fraud which creates a liability to the partnership of $9,000.If the three partners share profits and losses equally, A 's liability to the partnership for his fraudulent act is $3,000.

Austin withdraws from a partnership and the remaining three partners decide to continue in business.Discuss the effect of the withdrawal on the partnership and on creditors rights under the UPA.

A retiring partner has no way of being discharged from her existing liabilities other than by paying them off.

Under the UPA, a creditor of a partnership must name all the partners as defendants in a suit on a contract obligation of the partnership.

A partner has implied authority to:

Under the RUPA, a judgment creditor of a partnership may first attempt to enforce a judgment against either the separate assets of a partner or the partnership itself.

Bernice is withdrawing from a partnership in a state that adopted the UPA.How can she protect herself against liability on contracts the firm enters after her withdrawal?

Which of the following is NOT considered to be dissolution by operation of law under the UPA?