Question 1

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 Revised Uniform Partnership Act (RUPA), partners can agree to continue the business even after an event specified in the partnership agreement that would otherwise cause dissolution.

Question 2

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

Accepted Answer

In a term partnership, partners cannot unilaterally dissolve the partnership before the end of the term without breaching the partnership agreement.

Question 3

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

Accepted Answer

The law of partnership often involves principles of agency because partners act as agents of the partnership and each other, binding the partnership in contracts and obligations.

Question 4

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 the partners.

Question 5

Partners are not required to participate in winding up the partnership.

Accepted Answer

Partners are required to participate in winding up the partnership.

Question 6

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

Accepted Answer

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

Question 7

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

Accepted Answer

The actual express authority of partners can be set forth in the partnership agreement, but it can also be granted through other means such as a resolution or a decision made by the partners.

Question 8

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

Accepted Answer

Dissolution refers to the process of ending the partnership's legal existence, while termination is the final step after winding up the partnership's affairs.

Question 9

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

Accepted Answer

The Revised Uniform Partnership Act (RUPA) replaced the Uniform Partnership Act (UPA) and eliminated the marshaling of assets doctrine, which required partnership creditors to exhaust partnership assets before pursuing individual partners' assets.

Question 10

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

Accepted Answer

The answer of Upon dissolution of a partnership, all authority...

Question 11

Randy, Mona, and Richard are partners. Under the UPA, a creditor of their partnership must name all three partners as defendants in a suit on a contract obligation of the partnership.

Accepted Answer

Under the Uniform Partnership Act (UPA), all partners are jointly liable for the obligations of the partnership, so a creditor must name all partners in a lawsuit regarding a contract obligation.

Question 12

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 13

Norma leaves the Tri-County 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 Tri-County.

Accepted Answer

Norma may be subject to a non-compete agreement or fiduciary duties that could restrict her ability to immediately compete with the partnership or solicit its clients.

Question 14

Aileen, Jamie, and Delmer are partners in a florist shop. If Delmer 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 answer of Aileen, Jamie, and Delmer are partners in...

Question 15

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, each partner is typically responsible for sharing in the losses. If one partner pays more than their share, they can seek contribution from other partners to ensure equitable distribution of losses.

Question 16

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 new partner is generally not personally liable for obligations incurred by the partnership before their admission unless they agree to assume such liabilities.

Question 17

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, each partner has implied authority to perform acts necessary for carrying on the usual business of the partnership, which can include hiring and firing employees.

Question 18

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 torts committed by a partner acting within the scope of the partnership's business.

Question 19

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

Accepted Answer

In a partnership, notice to one partner is considered notice to the entire partnership because partners are agents of the partnership.

Question 20

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...

Quiz 31: Operation and Dissolution of General Partnerships