Question 1

Barks and Paws partnership is in the business of selling pit bull dogs.After operating the partnership for one year,the state outlawed the breeding and sales of pit bulls.Assuming this is the only activity of the partnership,dissolution of the partnership will be required.

Accepted Answer

One of the events causing dissolution and winding up is when the business of the partnership is unlawful.

Question 2

In the absence of a partnership agreement,the RUPA provides that any partner who has not wrongfully dissociated may perform the winding up.

Accepted Answer

In the absence of a partnership agreement,the RUPA provides that any partner who has not wrongfully dissociated from the partnership may perform the winding up.A winding-up partner is entitled to reasonable compensation for her winding-up services,in addition to her usual share of profits.

Question 3

The death of a partner before the expiration of the term of a partnership is a nonwrongful dissociation.

Accepted Answer

A dissociation may be caused by a partner's retirement,death,expulsion,or bankruptcy filing,among other things.The death of a partner before the expiration of the term of a partnership is a nonwrongful dissociation.

Question 4

Under RUPA,a new partner just joining a partnership has no liability for past debts of the business.

Accepted Answer

The RUPA states that a new partner has no liability for partnership obligations incurred before he became a partner.

Question 5

Termination occurs after all partnership assets have been distributed.

Accepted Answer

After the assets of a partnership have been distributed,termination of the partnership occurs automatically.

Question 6

A heated disagreement is grounds for dissociation of a partner with the business.

Accepted Answer

Mere disagreements,even irreconcilable differences,between partners are expectable,and therefore by themselves are not grounds for dissociation.

Question 7

A new partner to an LLP is liable only to the amount of capital invested in the business.

Accepted Answer

If a new partner enters an LLP,that individual has no liability for obligations of the LLP beyond the capital investment made.

Question 8

Andrew,being a partner,has appointed a custodian for his property.Therefore,he has committed a wrongful dissociation.

Accepted Answer

A nonwrongful dissociation occurs when a partner assigns his assets for the benefit of creditors or consents to the appointment of a custodian over his assets.

Question 9

A partner has the power to dissociate from the partnership at any time.

Accepted Answer

A partner has the power to dissociate from the partnership at any time,such as by withdrawing from the partnership.A partner does not,however,always have the right to dissociate.

Question 10

Mark,John,and Graham are partners.Mark voluntarily and nonwrongfully leaves the partnership.However,the partnership has a three-year lease with Green Real Estate Inc.So long as Mark leaves the partnership,he is no longer liable for the lease agreement.

Accepted Answer

Dissociated partners remain liable to partnership creditors for partnership liabilities incurred while they were partners;however,a dissociated partner's liability may be eliminated by the process of novation.

Question 11

An individual who leaves a partnership by nonwrongful dissociation is entitled to receive their value of the partnership.

Accepted Answer

A partner who nonwrongfully dissociates from the partnership is entitled to be paid the value of her partnership interest.

Question 12

A & K Inc.obtains a charging order against Bob,a partner in Foter and Poter Partnership.Such an act will cause the partnership to dissociate.

Accepted Answer

A partner's transfer of his transferable partnership interest,by itself,does not cause a dissociation from the partnership,and neither does a creditor's obtaining a charging order.

Question 13

Only the dissociations listed in the RUPA are allowed.

Accepted Answer

The dissociations listed in the RUPA are merely default rules,the partners may limit or expand the definition of dissociations.

Question 14

Normally,the implied authority of a winding up partner includes no power to borrow money in the name of the partnership.

Accepted Answer

The implied authority of a winding up partner is the power to do those acts appropriate for winding up the partnership business.Usually,the implied authority of a winding up partner includes no power to borrow money in the name of the partnership.

Question 15

A novation is said to take place when continuing partners release a dissociated partner from liability but creditors do not release him.

Accepted Answer

Novation occurs when (1)the continuing partners release a dissociated partner from liability on a partnership debt and (2)a partnership creditor releases the dissociated partner from liability on the same obligation.

Question 16

Under the RUPA,when the dissociated partner has not wrongfully dissociated and there is no partnership agreement on the issue,he should be paid within 120 days after his written demand.

Accepted Answer

When the dissociated partner has not wrongfully dissociated and there is no partnership agreement on the issue,the RUPA requires the partnership to pay the dissociated partner in cash within 120 days after he has demanded payment in writing.

Question 17

A partner charged with winding up of the partnership has implied authority to take such appropriate actions necessary to accomplish the wind up.

Accepted Answer

The implied authority of a winding up partner is the power to do those acts appropriate for winding up the partnership business.That is,he has the power to bind the partnership in any transaction necessary to the liquidation of the assets.

Question 18

The partnership rules of dissociation and dissolution apply to joint ventures.

Accepted Answer

The partnership rules of dissociation and dissolution apply to joint ventures.

Question 19

Partners who wind up the business of a dissociated partnership have implied authority to sell all the assets of the partnership.

Accepted Answer

The implied authority of a winding-up partner is the power to do those acts appropriate for winding up the partnership business.He may collect money due,sue to enforce partnership rights,prepare assets for sale,sell partnership assets,pay partnership creditors,and do whatever else is appropriate to wind up the business.

Question 20

Dissociation is the term for adding new members to an existing partnership.

Accepted Answer

Dissociation is defined in the Revised Uniform Partnership Act (RUPA)as a change in the relation of the partners caused by any partner's ceasing to be associated in the carrying on of the business.

Quiz 39: Partners Dissociation and Partnerships Dissolution and Winding up

Barks and Paws partnership is in the business of selling pit bull dogs.After operating the partnership for one year,the state outlawed the breeding and sales of pit bulls.Assuming this is the only activity of the partnership,dissolution of the partnership will be required.

In the absence of a partnership agreement,the RUPA provides that any partner who has not wrongfully dissociated may perform the winding up.

The death of a partner before the expiration of the term of a partnership is a nonwrongful dissociation.

Under RUPA,a new partner just joining a partnership has no liability for past debts of the business.

Termination occurs after all partnership assets have been distributed.

A heated disagreement is grounds for dissociation of a partner with the business.

A new partner to an LLP is liable only to the amount of capital invested in the business.

Andrew,being a partner,has appointed a custodian for his property.Therefore,he has committed a wrongful dissociation.

A partner has the power to dissociate from the partnership at any time.

Mark,John,and Graham are partners.Mark voluntarily and nonwrongfully leaves the partnership.However,the partnership has a three-year lease with Green Real Estate Inc.So long as Mark leaves the partnership,he is no longer liable for the lease agreement.

An individual who leaves a partnership by nonwrongful dissociation is entitled to receive their value of the partnership.

A & K Inc.obtains a charging order against Bob,a partner in Foter and Poter Partnership.Such an act will cause the partnership to dissociate.

Only the dissociations listed in the RUPA are allowed.

Normally,the implied authority of a winding up partner includes no power to borrow money in the name of the partnership.

A novation is said to take place when continuing partners release a dissociated partner from liability but creditors do not release him.

Under the RUPA,when the dissociated partner has not wrongfully dissociated and there is no partnership agreement on the issue,he should be paid within 120 days after his written demand.

A partner charged with winding up of the partnership has implied authority to take such appropriate actions necessary to accomplish the wind up.

The partnership rules of dissociation and dissolution apply to joint ventures.

Partners who wind up the business of a dissociated partnership have implied authority to sell all the assets of the partnership.

Dissociation is the term for adding new members to an existing partnership.