Question 1

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

Accepted Answer

Under RUPA, dissociation of a partner does not always result in dissolution of the partnership. Dissolution occurs only in limited circumstances such as when the partnership agreement provides for dissolution upon the dissociation of a partner, or when the remaining partners cannot continue the business within 90 days of the dissociation.

Question 2

Where the UPA is controlling, Lynette, expelled from the YLC Partnership pursuant to a provision in the partnership agreement, can now force liquidation of the partnership.

Accepted Answer

Under the Uniform Partnership Act (UPA), a partner who is rightfully expelled from a partnership according to the partnership agreement does not have the right to force the liquidation of the partnership.

Question 3

Maria is admitted as a partner to the existing Greene Ridge Partnership in June of 2010. Unless she signs an agreement to the contrary, she will be personally liable on all partnership obligations, including one incurred in December of 2009.

Accepted Answer

False

Question 4

A partner's receipt of notification of a fact relating to the partnership is not effective against the other partners until
the receiving partner enters the relevant fact on the minutes at the next business meeting of the partnership.

Accepted Answer

This statement is false. Notification of a fact relating to the partnership is effective against the other partners as soon as the receiving partner becomes aware of the fact. It does not need to be entered into the minutes of a business meeting for it to be effective.

Question 5

The law of partnership differs greatly from the law of agency.

Accepted Answer

The answer of The law of partnership differs greatly from...

Question 6

A partner's liability for partnership debts is limited to his capital contribution.

Accepted Answer

A partner's liability for partnership debts is not limited to his capital contribution. Partners are jointly and severally liable for the partnership's debts, which means they can be held responsible for the full amount of the debt, not just their capital contribution.

Question 7

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.

Accepted Answer

The answer of Under the UPA, if a partner makes...

Question 8

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

Accepted Answer

Respondeat superior can apply to partnerships if the partner committing the tort was acting within the scope of their partnership duties. However, different rules may apply depending on the structure and formation of the partnership.

Question 9

Under the RUPA, dissolution is the equivalent of termination of a partnership.

Accepted Answer

Under the Revised Uniform Partnership Act (RUPA), dissolution is the beginning of the process of winding up the partnership affairs, but it does not equate to the termination of the partnership. Termination occurs after the winding up of affairs is complete.

Question 10

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

Accepted Answer

This is stated in RUPA Section 703(c)(1).

Question 11

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.

Accepted Answer

The answer of The RUPA authorizes the optional, central filing...

Question 12

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

Accepted Answer

The UPA did not codify all of the common law causes of dissolution of a partnership, but it did provide some additional causes for dissolution.

Question 13

Dale falsely tells Glenna that he is a partner in Huntsman Appraisers. Glenna casually repeats this information to Kash, who sells office equipment on credit to Huntsman in reliance on the statement. Kash cannot hold Dale liable because he was not justified in relying on the representation made privately by Dale to Glenna, which Dale did not consent to have repeated.

Accepted Answer

Since Dale did not give consent to have his statement repeated to Kash, and there was no justification for Kash to rely on Glenna's casual repetition, Dale cannot be held liable.

Question 14

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.

Accepted Answer

According to section 807(3) of the Revised Uniform Partnership Act (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.

Question 15

Under the UPA, upon dissolution of a partnership, apparent authority terminates although actual authority generally continues.

Accepted Answer

The answer of Under the UPA, upon dissolution of a...

Question 16

Under the RUPA, if a partner is dissociated from a partnership without resulting in dissolution, the business may
choose whether to purchase the dissociated partner's interest in the partnership.

Accepted Answer

The answer of Under the RUPA, if a partner is...

Question 17

Under the UPA, in order to avoid liability, only constructive notice of a dissolution is required to be given to third parties who had no knowledge of the partnership before its dissolution.

Accepted Answer

Under the Uniform Partnership Act (UPA), actual notice must be given to known creditors and those who had previously dealt with the partnership, while constructive notice (such as publishing in a newspaper) is sufficient for those who had not dealt with the partnership before its dissolution.

Question 18

The process of liquidation of a partnership is also known as "winding up."

Accepted Answer

The process of liquidation of a partnership is indeed known as "winding up."

Question 19

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

Accepted Answer

According to Section 15(a) of the Uniform Partnership Act (UPA), in a suit against a partnership, all partners must be named as defendants.

Question 20

The RUPA abolishes the marshaling of assets doctrine and the dual priority rule.

Accepted Answer

The Revised Uniform Partnership Act (RUPA) abolishes the marshaling of assets doctrine and the dual priority rule.

Quiz 31: Operation and Dissolution of General Partnerships