A) No,partnership decisions must be made by 4/5 majority.
B) Rufus and Sven are correct as to some decisions,but some partnership decisions require agreement by all partners.
C) Yes,partnership decisions are made by majority vote.
D) Yes,because all partnership decisions,other than the decision to terminate the partnership,must be made by majority vote.
E) No,partnership decisions must be unanimous.
G) C) and D)
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A) No,even though Carson is not considered a partner of J&M,he is entitled to a share of the profits up to the amount of damages paid to Monte.
B) Yes,even though Carson is considered a partner,he is not entitled to a share of the profits because he failed to seek approval of his partners for the deal.
C) Yes,even though Carson paid the debt,Carson is not a partner of J&M and is not entitled to profits.
D) No,even though Carson is not considered a partner of J&M,he is entitled to a share of the profits up to the amount of damages paid to Monte and any reasonable expenses.
E) No,Carson is now considered a partner of J&M and is entitled to a share of the profits.
G) D) and E)
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A) Partners owe a duty of care to each other,and a partner is liable to other partners on a strict liability basis for any mistakes or errors made.
B) The duty of care is not involved in the law of partnership.
C) The duty of care is owed by each partner to the partnership itself,but partners do not owe a duty of care among themselves.
D) Partners owe a duty of care among themselves,but only in regard to transactions involving over $5,000.
E) While partners owe a duty of care to each other,a partner who makes an honest mistake in fulfilling responsibilities to the partnership will not be held liable for the mistake.
G) All of the above
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B) False
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A) Fiduciary duties recognized between partners in Japan is very similar to the fiduciary duties recognized in the U.S.
B) Japanese law recognizes a fiduciary duty of obedience and loyalty between partners only if it is expressed by contractual agreement.
C) Japanese law does not recognize any fiduciary duty between partners.
D) The Japanese application of obedience and loyalty in partnerships far exceeds that of the U.S.
E) The Japanese recognize a duty of loyalty between partners,which is strictly construed,but not a duty of obedience.
G) B) and E)
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B) False
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A) A partner who makes an honest mistake in fulfilling his or her responsibilities to the partnership is held fully personally liable for the mistake.
B) A partner who makes an honest mistake in fulfilling his or her responsibilities to the partnership is held personally liable for the mistake,but only to the extent of his or her capital contribution.
C) A partner who makes an honest mistake in fulfilling his or her responsibilities to the partnership is held personally liable for the mistake,but only to the extent that he or she shares in profits.
D) A partner who makes an honest mistake in fulfilling his or her responsibilities to the partnership is not held personally liable for the mistake.
E) A partner who makes an honest mistake in fulfilling his or her responsibilities to the partnership is held personally liable for the mistake,but only to the extent that he or she shares in losses.
G) B) and D)
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A) The Partnership Unification Act
B) The Federal Partnership Act
C) The Uniform Partnership Act
D) The Statutory Joint Act
E) The Partnership Governance Act
G) A) and E)
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A) Partnership by estoppel
B) Partnership by assumption
C) Partnership by common
D) Partnership by equity
E) Partnership by arrangement
G) A) and C)
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A) Partners share in management in proportion to the amount of work done for the partnership.
B) Partners share in management in proportion to the amount of capital contributed to the partnership.
C) Rights to management are suspended until the partners amend the articles of partnership to address management rights.
D) All partners have a right to participate equally in the management of the partnership.
E) Partners share in management in proportion to their seniority with the partnership with partners of equal seniority sharing equally in management.
G) A) and C)
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A) Offshore partnerships are rarely used for workers because workers from offshore partnerships tend to be highly priced.
B) Foreign firms use offshore partnerships to gain the opportunity to enter developing markets.
C) Firms in developing countries use offshore partnerships to gain technological competence.
D) They combine the strengths of firms that operate in developing countries and firms that operate in countries that are foreign to the developing countries.
E) Firms in developing countries use offshore partnerships to gain international exposure.
G) A) and D)
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A) No,because the agreement was with J&M.
B) No,because there was no partnership by estoppel.
C) Yes,because Carson represented himself as a partner of J&M and Monte reasonably relied on this information to his detriment.
D) No,because Monte should have verified the delivery.
E) Yes,because Carson is a partner of J&M,and Carson can seek indemnification from J&M.
G) B) and D)
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A) All partners are liable in accordance with the percentage of their capital contributions.
B) All partners have common liability.
C) All partners are liable in accordance with the percentages used for the allocation of profits.
D) All partners are liable in accordance with the percentages used for the allocation of losses.
E) All partners have joint and several liability.
G) A) and C)
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A) Losses would be allocated in proportion to the right to share in management.
B) Losses would be allocated in proportion to the amount of work done in the business,with a partner who contributed more work being allocated less in the way of losses.
C) Losses would be allocated first based on a judicial determination as to whether losses should be allocated to a partner because of poor decisions,and,if not,then equally.
D) Losses would be allocated in proportion to the capital contribution,with partners who contributed more capital being allocated less in the way of losses.
E) Losses would be allocated equally.
G) A) and E)
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A) Yes,Gordon breached his fiduciary duty by engaging in a business that competes with the partnership.
B) No,but only if Gordon also continues to work at SafeT Car.
C) No,because,even though there was no written agreement,partners are permitted to form their own businesses so long as they remain loyal to the partnership.
D) No,because there was no written agreement that sets forth the duties of the partners.
E) Yes,but only if the oil change store is also a partnership.
G) C) and E)
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B) False
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A) A partner may demand an accounting whenever the partnership agreement provides for an accounting.
B) A partner may demand an accounting whenever circumstances render an accounting as "just and reasonable."
C) A partner may demand an accounting whenever the copartners wrongfully exclude a partner from the partnership or from access to the books.
D) A partner may demand an accounting whenever any partner fails to disclose a profit or benefit from the partnership.
E) A partner may demand an accounting for any time for any reason.
G) A) and C)
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A) An entitlement order
B) An accounting order
C) A garnishment order
D) A charging order
E) A reimbursement order
G) A) and D)
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A) Clauses of partnership agreement
B) Partnership articles
C) Articles of partnership
D) Contract of agreement
E) Contract of partnership
G) A) and C)
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A) They must disclose any material facts affecting the business to one another.
B) They may engage in a competing business only if the competing business does not result in significant losses to the partnership.
C) They have a duty to be loyal to one another.
D) They should not take any kind of action that will undermine the partnership.
E) They have a fiduciary duty to one another.
G) A) and B)
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