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Under the UPA,after all the partnership's creditors have been paid,each partner is entitled to repayment of his capital contribution upon termination of the firm.

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Roberts,Smith,and Tomas have been partners for ten years.The partners,however,are now collecting debts,converting assets to cash,paying creditors,and distributing remaining assets to each partner.Roberts,Smith,and Tomas are engaged in:


A) dissolution.
B) marshaling assets.
C) reformation.
D) winding up.

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

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Which of the following is true of dissociation?


A) All of the common law causes of dissociation are also causes under the RUPA.
B) A partner has the power to dissociate at any time by expressing the intent to withdraw from the partnership.
C) Which dissociations are wrongful are set forth by statute and cannot be modified by the partnership agreement.
D) The partnership agreement cannot modify the effects of wrongful dissociation.

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Under the UPA,which of the following acts does not bind the partnership unless authorized by all of the partners?


A) Selling goods in the ordinary course of the partnership business
B) Use of partnership property for partnership business
C) Acting as an agent for the partnership
D) Confessing judgment in a claim against the partnership

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The RUPA provides that partners are ____ liable on all contract obligations of the partnership.


A) jointly and severally
B) strictly
C) not
D) partially

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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.

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

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

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Under the RUPA,a partner who does not have actual authority from all of the partners may still bind the partnership by:


A) executing a contract of suretyship in the partnership name.
B) selling partnership property which is not held for sale in the usual course of business.
C) paying an individual partner's debts out of partnership assets.
D) None of these actions allow the partner to bind the partnership.

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Actual authority terminates upon:


A) illness of one of the partners.
B) dissolution of the partnership.
C) physical destruction of partnership papers.
D) traveling to a foreign country.

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If a partnership is a debtor under the Bankruptcy Code and partnership property is insufficient to pay all the claims against the partnership,the trustee in bankruptcy must first seek recovery of the deficiency from the estates of the bankrupt partners,and then may seek recovery from general partners who are not bankrupt.

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Distinguish a dissociation from a dissolution.Explain the effect of each.

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Under the RUPA,dissociation occurs when ...

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David,a partner in the Tri-State Express Mail delivery partnership,negligently drove his delivery truck onto the curb during a rush-hour package delivery.Marlene was injured.Against whom can Marlene collect?


A) Only David
B) Only the other partners
C) Tri-State Express Mail Partnership or any partner
D) Only Tri-State Express Mail Partnership

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Shannon has just become a partner in A & R Accounting Partnership.Her capital contribution is $10,000,which she paid from her savings.Which of the following is correct with respect to Shannon's liability for partnership obligations?


A) Shannon has no liability for partnership debts that existed at the time of her admission as a partner.
B) Shannon is liable only to the extent of her capital contribution for partnership debts that occur after her admission as a partner.
C) Shannon has unlimited personal liability for all partnership debts regardless of whether they were incurred before or after she became a partner.
D) Shannon has unlimited personal liability for all partnership obligations that occur after she became a partner;she has liability to the extent of her capital contribution for obligations that existed at the time she became a partner.

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The best and most reliable tool for preserving a partnership business after dissolution is through a continuation agreement.

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Under the RUPA,in which of the following situations may a court order dissolution upon application by a partner?


A) An event makes it unlawful to continue substantially all of the partnership's business.
B) A definite term for the partnership has expired.
C) A partner files a petition for personal bankruptcy.
D) The court finds the economic purpose of the partnership is likely to be unreasonably frustrated.

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Under the RUPA,a partner's dissociation:


A) terminates the partner's right to participate in the management and conduct of the partnership business.
B) eliminates that partner's right to participate in winding up the partnership.
C) does not terminate the duty not to compete with the partnership until the process of winding up the partnership has been completed.
D) terminates that partner's duty to account to the firm for any fees received on behalf of the partnership.

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If the partnership is bound by a contract,then each general partner has unlimited personal liability for that obligation.

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

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