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Exam 31: Operation and Dissolution of General Partnerships

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Question 1

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Identify the ways a partnership is dissolved by operation of law under the UPA.List the circumstances under which a court will order a dissolution of a partnership.

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A partnership is dissolved by operation of law upon (a)the death of a partner, (b)the bankruptcy of a partner or of the partnership,or (c)the subsequent illegality of the partnership.Upon application by or for a partner,a court will order a dissolution if it finds that (a)a partner has been adjudicated mentally incompetent or suffers some other incapacity that prevents him from functioning as a partner; (b)a partner has engaged in conduct prejudicial to the business,has willfully or persistently breached the partnership agreement,or has conducted himself so that it is impracticable to carry on business; (c)the business can be carried on only at a loss; (d)other circumstances render a dissolution equitable.

Question 2

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The RUPA authorizes the optional,central filing of a statement of partnership authority specifying the names of partners authorized to execute instruments transferring the partnership's real property.A filed statement is effective for six-year,renewable terms.

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Question 3

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Maizie is admitted as a partner to the existing Greene Ridge Partnership in June of 2018.Unless she signs an agreement to the contrary,she will be personally liable on all partnership obligations,including one incurred in December of 2017.

The UPA codified all of the common law causes of dissolution of a partnership.

Under the RUPA,a dissociated partner is not liable for a partnership obligation incurred more than two years after dissociation.

If a partner's act is not apparently for carrying on in the ordinary course the partnership business:

A(n) ____ imposes partnership duties and liabilities upon a nonpartner who has either represented himself or consented to be represented as a partner.

The law of partnership is very similar to the law of agency.

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

Colleen is admitted to the partnership of Elmore & Monticello and makes an initial capital contribution of $10,000.Two years later,when liabilities of the partnership exceed its assets by $20,000,the firm is dissolved.Paul had loaned the firm $5,000 six months before Colleen was admitted;Scott had loaned the firm $8,000 three months after Colleen was admitted.Colleen has:

Chuck,Bob,and Bert form CB&B Partnership to run a specialty grocery store.Bert is the day-to-day manager of the store,Bob buys the groceries,and Chuck does all the administrative work.Bob decides he would like a new car to drive to visit prospective wholesalers.He makes a contract with Big Ben Motors in the name of CB&B without consulting Chuck and Bert.The partnership is:

Respondeat superior has no application to situations where a partner commits a tort,because only the partner,and not the partnership,is liable.

Enzo and Watson Partnership agrees to hire an "errand runner" 20 hours per week for the summer.Alan Watson,a partner,interviews a college student and decides to offer her the job.But she says she needs a 40-hour-a-week job,so Alan agrees to make it 40 hours.What result?

Under the RUPA,during winding up,the partnership must apply its assets first to discharge the obligations of partners who are creditors on parity with other creditors,subject to any other laws.

The Star General Partnership had assets worth $34,000 after liquidation.Frank,Gene,and Hank,equal partners,each contributed $3,000 into the capital pool at the inception of the business.Gene later loaned the business $5,000.They owe $23,000 to creditors.What will Gene get in distribution,assuming there is no agreement on the distribution of profits?

A person,who represents himself to third persons as being a partner,when in fact he is not,may have the liability of a partner.

Under the UPA,any suit in contract against the partners must name all of them as defendants.

The RUPA abolishes the marshaling of assets doctrine.

Under the RUPA,dissociation of a partner results in dissolution only in limited circumstances.

Under the UPA,if a partner makes a loan to the partnership,he will be in the same position as other creditors who are not partners in requesting repayment upon dissolution.