Uniform Bar Exam (UBE): Multi Subject Review

Uniform Bar Exam (UBE): Multi Subject Review General Partnership Liability - answerIn general partnerships, partners are jointly and severally liable for obligations of the partnership, i.e., the partnership, the partners, individually, or both may be liable. General Partnership Liability: Individual Partner Liability - answerThe partner, personally, could become obligated for a loss caused by misrepresentation, provided the partner was acting in the ordinary course of partnership business. Note, partnership assets are exhausted before levying on a judgment debtor partners individual property. Waiver of Improper Special Meeting Notice - answerProper notice of a special meeting is waived, if the Director attends the special meeting and votes. Special Meeting Notice Requirements - answerIn general, notice of a special meeting is proper, when given two days in advance of the meeting, and includes the time, date, and location of the meeting. Special Meeting "Quorum" Requirements - answerA majority of directors is required for action to be legally taken out a special meeting. Special Meetings: Was approval/action legally taken? - answerIf a quorum is present, when a vote is taken, a majority vote of the directors present is an act of the board of directors. Board of Directors: Remote Attendance - answerDirectors may appear telephonically. However, their participation is only valid, if all directors participating can simultaneously hear each other during the meeting. Statement of Qualification - answerA general partnership can make an election and become a limited liability partnership - if by either unanimous vote or a vote equivalent to that necessary to amend the partnership agreement. General Partnership Liability: New Partners - answerA person admitted to an existing partnership is not personally liable for any partnership obligations incurred before the person's admission. Partnership Liability (in general): Waiver of "Liability Shield" - answerA "liability shield" may be waived if the new partner assumes liability through modification of the partnership agreement or contractual guarantees.