Chapter 32_SmithandRoberson14ed_tb

Chapter 32_SmithandRoberson14ed_tb - Chapter 32Operation...

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Chapter 32—Operation and Dissolution of General Partnerships TRUE/FALSE 1. The law of partnership differs greatly from the law of agency. ANS: F PTS: 1 2. Under the UPA, any suit in contract against the partners must name all of them as defendants. ANS: T PTS: 1 3. Under the RUPA, during winding up, the partnership must apply its assets first to discharge the obliga- tions of partners who are creditors on parity with other creditors, subject to any other laws. ANS: T PTS: 1 4. Maria is admitted as a partner to the existing Greene Ridge Partnership in June of 2007. Unless she signs an agreement to the contrary, she will be personally liable on all partnership obligations, includ- ing one incurred in December of 2006. ANS: F PTS: 1 5. 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. ANS: F PTS: 1 6. Under the RUPA, dissociation of a partner results in dissolution only in limited circumstances. ANS: T PTS: 1 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. ANS: F PTS: 1 8. A partner's liability for partnership debts is limited to his capital contribution. ANS: F PTS: 1 9. The RUPA abolishes the marshaling of assets doctrine and the dual priority rule. ANS: T PTS: 1 10. 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. ANS: F PTS: 1
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11. Under the RUPA, a dissociated partner is not liable for a partnership obligation incurred more than two years after dissociation. ANS: T PTS: 1 12. Respondeat superior has no application to situations where a partner commits a tort, because only the partner, and not the partnership, is liable. ANS: F PTS: 1 13. The UPA codified all of the common law causes of dissolution of a partnership. ANS: F PTS: 1 14. Under the RUPA, if White withdraws from the partnership of White, Green, and Grey in violation of the partnership agreement, White is liable to the partnership for damages. ANS: T PTS: 1 15. The process of liquidation of a partnership is also known as “winding up.” ANS: T PTS: 1 16. 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. ANS: F PTS: 1 17. Upon dissolution of a partnership, apparent authority terminates although actual authority generally continues.
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Chapter 32_SmithandRoberson14ed_tb - Chapter 32Operation...

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