Question 1

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.

Accepted Answer

Under the Revised Uniform Partnership Act (RUPA), a judgment creditor must first attempt to satisfy the judgment from the partnership's assets before going after the separate assets of individual partners.

Question 2

Under the RUPA, dissolution occurs automatically upon the happening of an event specified in the partnership agreement as resulting in dissolution. The partners may not agree to continue the business.

Accepted Answer

Under the RUPA (Revised Uniform Partnership Act), even if an event specified in the partnership agreement as causing dissolution occurs, the partners can unanimously agree to continue the business, thereby preventing automatic dissolution.

Question 3

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

Accepted Answer

Both partnership and agency laws deal with the relationships where one party acts on behalf of another, and many principles governing these relationships, such as fiduciary duty and authority to bind the other party, overlap.

Question 4

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.

Accepted Answer

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 because each partner is jointly and severally liable for the debts of the partnership.

Question 5

"Dissolution" of a partnership and "termination" of a partnership are synonymous.

Accepted Answer

"Dissolution" of a partnership refers to the process of ending the legal relationship between the partners according to the terms of the partnership agreement or law, but the partnership can still complete its existing business and obligations. "Termination" of a partnership, on the other hand, means the complete winding up of partnership affairs and the cessation of its business activities altogether.

Question 6

Powell falsely tells Dunagan that she is a member of the partnership of Morgan and Stiles. Dunagan mentions this information to Trammell, who in reliance sells equipment on credit to Morgan and Stiles. Trammell can hold Powell liable for the misrepresentation.

Accepted Answer

The answer of Powell falsely tells Dunagan that she is...

Question 7

The UPA marshaling of assets doctrine is expanded by the RUPA.

Accepted Answer

The answer of The UPA marshaling of assets doctrine is...

Question 8

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

Accepted Answer

A person admitted into an existing partnership is not automatically personally liable for obligations of the partnership that arose before their admission. They may become liable to the extent agreed upon in the partnership agreement or by subsequent agreement with the creditors.

Question 9

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

Accepted Answer

Upon dissolution of a partnership, a partner retains the authority to perform acts appropriate for winding up partnership affairs or completing transactions unfinished at dissolution, but cannot undertake new business activities on behalf of the partnership.

Question 10

Rose, Lily, and Thorne are partners in a florist shop. If Thorne engages in conduct that makes it not reasonably practicable to carry on the business, the partnership is dissolved by operation of law.

Accepted Answer

The partnership may be dissolved by a court order if Thorne's conduct makes it not reasonably practicable to carry on the business, not automatically by operation of law. Dissolution by operation of law typically occurs due to events like death or bankruptcy of a partner, not due to a partner's conduct.

Question 11

Any partner has the power to dissolve a term partnership by giving notice to the other partners.

Accepted Answer

In a term partnership, which is a partnership established for a fixed duration or for a specific project, a partner does not have the unilateral right to dissolve the partnership simply by giving notice to the other partners before the end of the term or completion of the project, unless there is an agreement among the partners that allows for this or unless there are grounds for dissolution under applicable law. Dissolution without cause may lead to breach of the partnership agreement and potential liability.

Question 12

The actual express authority of partners must be specifically set forth in the partnership agreement.

Accepted Answer

The actual express authority of partners does not need to be specifically set forth in the partnership agreement; it can be granted through the partnership agreement, but it can also be established through the actions and agreements of the partners.

Question 13

If a partner has paid more than his share of partnership losses, he has a right of contribution against the partners who have not paid their share.

Accepted Answer

In a partnership, if a partner pays more than their share of losses, they have the right to seek contribution from the other partners who have not paid their fair share, to ensure that losses are distributed according to the agreed-upon terms or partnership agreement.

Question 14

Partners are required to participate in winding up the partnership.

Accepted Answer

Not all partners are required to participate in the winding-up process of a partnership; this task can be delegated to one or more partners or even to an external party.

Question 15

Upon dissolution, a partner still has authority to complete existing contracts.

Accepted Answer

A partner retains the authority to complete existing contracts to wind up the partnership's affairs after dissolution.

Question 16

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 .

Accepted Answer

Takira may be subject to a non-compete agreement or fiduciary duties that prevent her from immediately competing with the partnership or soliciting its clients.

Question 17

Notification to one partner of any matter relating to partnership affairs is effective immediately as notice to the partnership.

Accepted Answer

Under partnership law, notice to any one partner regarding matters related to the partnership affairs is considered as notice to the partnership as a whole, because each partner acts as an agent of the partnership.

Question 18

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

Accepted Answer

In a partnership, a partner has implied authority to perform acts that are reasonably necessary to carry on the partnership business, which includes hiring and firing employees necessary for the business operations.

Question 19

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.

Accepted Answer

The answer of The RUPA requires a central filing of...

Question 20

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, making the partnership liable for the actions of a partner performed within the scope of their employment.

Quiz 31: Operation and Dissolution of General Partnerships