BUL 5810 EVALUATION TEST ANSWERS AND
QUESTIONS SET A+
✔✔The UPA codified all of the common law causes of dissolution of a partnership. -
✔✔false
✔✔The RUPA authorizes the optional, central filing of a statement of partnership
authority
specifying the names of partners authorized to execute instruments transferring the
partnership's
real property. A filed statement is effective for six-year, renewable terms. - ✔✔false
✔✔The process of liquidation of a partnership is also known as "winding up." - ✔✔true
✔✔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.
- ✔✔false
✔✔Under the UPA, upon dissolution of a partnership, apparent authority terminates
although actual
authority generally continues. - ✔✔false
✔✔Under the RUPA, dissolution is the equivalent of termination of a partnership. -
✔✔false
✔✔Where the UPA is controlling, Lynette, expelled from the YLC Partnership pursuant
to a
provision in the partnership agreement, can now force liquidation of the partnership. -
✔✔false
,✔✔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. -
✔✔true
✔✔The doctrine of marshaling of assets is an equitable doctrine. - ✔✔true
✔✔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. - ✔✔False
✔✔Under the RUPA, a partner's duty not to compete terminates upon dissociation, and
the
dissociated partner may immediately engage in a competitive business without further
consent. - ✔✔True
✔✔Under the RUPA, upon dissolution, the partnership must be liquidated. - ✔✔False
✔✔The best and most reliable tool for preserving a partnership business after
dissolution is through
a continuation agreement. - ✔✔true
✔✔A partner who does not have actual authority to order a fax machine for the
partnership office
probably does not have apparent authority either. - ✔✔False
✔✔The liability of partners for a tort or breach of trust committed by any partner is
unlimited,
personal liability. - ✔✔true
✔✔In a partnership of Holly, Dolly & Molly, Holly commits fraud which creates a $9,000
liability to
the partnership. If the three partners share profits and losses equally, Holly's liability to
the
partnership for her fraudulent act is $3,000. - ✔✔false
, ✔✔A person, who represents himself to third persons as being a partner, when in fact
he is not, may
have the liability of a partner. - ✔✔true
✔✔If the partnership is bound by a contract, then each general partner has unlimited
personal
liability for that obligation. - ✔✔true
✔✔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. - ✔✔true
✔✔A retiring partner cannot be discharged from existing liabilities of the partnership
except by
payment. - ✔✔false
✔✔The RUPA abolishes the dual priority rule. - ✔✔true
✔✔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) reformation.
(C) winding up.
(D) marshaling assets. - ✔✔(C) winding up.
✔✔Kline, Finkel, and Martinez have been partners for years, but a court is now dividing
the assets
and liabilities of the partnership separate from the assets and liabilities of the individual
partners.
This process is called:
(A) liquidation.
(B) marshaling assets.
(C) winding up.
(D) dissolution of the partnership. - ✔✔(B) marshaling assets.
✔✔Actual authority terminates upon:
(A) physical destruction of partnership papers.
(B) illness of one of the partners.
(C) dissolution of the partnership.
(D) traveling to a foreign country. - ✔✔(C) dissolution of the partnership.
QUESTIONS SET A+
✔✔The UPA codified all of the common law causes of dissolution of a partnership. -
✔✔false
✔✔The RUPA authorizes the optional, central filing of a statement of partnership
authority
specifying the names of partners authorized to execute instruments transferring the
partnership's
real property. A filed statement is effective for six-year, renewable terms. - ✔✔false
✔✔The process of liquidation of a partnership is also known as "winding up." - ✔✔true
✔✔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.
- ✔✔false
✔✔Under the UPA, upon dissolution of a partnership, apparent authority terminates
although actual
authority generally continues. - ✔✔false
✔✔Under the RUPA, dissolution is the equivalent of termination of a partnership. -
✔✔false
✔✔Where the UPA is controlling, Lynette, expelled from the YLC Partnership pursuant
to a
provision in the partnership agreement, can now force liquidation of the partnership. -
✔✔false
,✔✔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. -
✔✔true
✔✔The doctrine of marshaling of assets is an equitable doctrine. - ✔✔true
✔✔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. - ✔✔False
✔✔Under the RUPA, a partner's duty not to compete terminates upon dissociation, and
the
dissociated partner may immediately engage in a competitive business without further
consent. - ✔✔True
✔✔Under the RUPA, upon dissolution, the partnership must be liquidated. - ✔✔False
✔✔The best and most reliable tool for preserving a partnership business after
dissolution is through
a continuation agreement. - ✔✔true
✔✔A partner who does not have actual authority to order a fax machine for the
partnership office
probably does not have apparent authority either. - ✔✔False
✔✔The liability of partners for a tort or breach of trust committed by any partner is
unlimited,
personal liability. - ✔✔true
✔✔In a partnership of Holly, Dolly & Molly, Holly commits fraud which creates a $9,000
liability to
the partnership. If the three partners share profits and losses equally, Holly's liability to
the
partnership for her fraudulent act is $3,000. - ✔✔false
, ✔✔A person, who represents himself to third persons as being a partner, when in fact
he is not, may
have the liability of a partner. - ✔✔true
✔✔If the partnership is bound by a contract, then each general partner has unlimited
personal
liability for that obligation. - ✔✔true
✔✔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. - ✔✔true
✔✔A retiring partner cannot be discharged from existing liabilities of the partnership
except by
payment. - ✔✔false
✔✔The RUPA abolishes the dual priority rule. - ✔✔true
✔✔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) reformation.
(C) winding up.
(D) marshaling assets. - ✔✔(C) winding up.
✔✔Kline, Finkel, and Martinez have been partners for years, but a court is now dividing
the assets
and liabilities of the partnership separate from the assets and liabilities of the individual
partners.
This process is called:
(A) liquidation.
(B) marshaling assets.
(C) winding up.
(D) dissolution of the partnership. - ✔✔(B) marshaling assets.
✔✔Actual authority terminates upon:
(A) physical destruction of partnership papers.
(B) illness of one of the partners.
(C) dissolution of the partnership.
(D) traveling to a foreign country. - ✔✔(C) dissolution of the partnership.
