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Lauren is a partner in a law firm.Pursuant to the partnership agreement,however,she does not have authority to make purchases for the firm.Lauren goes to Downtown Office Supply and buys a computer on the firm's account.She later quits the law firm and takes the computer with her.Assuming that Downtown Office Supply knew she was a partner but did not know that she lacked authority,what remedies are available to Downtown Office Supply,and why?

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Downtown Office Supply could sue and rec...

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Unless otherwise agreed by the partners,where are records of a partnership to be kept?


A) At the home of the managing partner.
B) At the location of the partnership's principal business office.
C) At the location of the partnership's latest business office.
D) At the location of the partnership's first business office.
E) In a safety deposit box at the bank used by the partnership.

F) B) and C)
G) C) and D)

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Which of the following is true regarding decisions requiring unanimous agreement among the partners,when the articles of partnership do not address the matter?


A) A decision to admit a new partner and a decision to alter the nature of the firm's business require unanimous agreement among the partners,but a decision to change some element of the partnership agreement may be made by majority vote.
B) All decisions are made by majority vote and none require unanimous agreement.
C) A decision to change some element of the partnership agreement requires unanimous agreement,but a decision to admit a new partner and a decision to alter the nature of the firm's business may be made by majority vote.
D) A decision to change some element of the partnership agreement,a decision to admit a new partner,and a decision to alter the nature of the firm's business all require unanimous agreement among the partners.
E) A decision to change some element of the partnership agreement and a decision to admit a new partner require unanimous agreement among the partners,but a decision to alter the nature of the firm's business may be made by majority vote.

F) C) and E)
G) D) and E)

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Which of the following examples of sharing of profits could constitute evidence of the existence of a partnership?


A) After Pablo's photography partner dies,Pablo gives Olita,the partner's widow,$100 a month out of respect for Sander.
B) Pablo and Olita,two photographers,split the fees obtained at their photoshoots.
C) Pablo,a photographer,gives his friend Olita,who owns a building,$500 for letting him use an apartment for his photoshoots.
D) Pablo,a photographer,gives Olita $500 from the fees of a photoshoot,to repay a loan.
E) Pablo,a photographer who sets up photoshoots,gives his friend Olita,who is learning the business,$100 for "helping him out" on the photoshoots.

F) A) and D)
G) D) and E)

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List and describe the three property rights held by partners including rights,if any,upon death.

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Partners have three property rights: 1)t...

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Which of the following statements represents a partner's right to an interest in the partnership?


A) The right is composed of a combination of the partner's share of the profits and a return of capital contributed by the partner.
B) The right is composed only of the partner's right to return of capital contributed by the partner.
C) The right is composed only of the partner's right to return of capital contributed by the partner and any wages due.
D) A partner has no right to an interest in the partnership.
E) The right is composed only of the partner's share of profits.

F) None of the above
G) All of the above

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[Mortuary Blues] Jack and Bianca had a partnership running a mortuary.Bianca died,and after her death,Jack decided to shut down the mortuary.Jack incurred some expenses in closing the business affairs of the mortuary.He sought compensation for those expenses but Gus,the executor of Bianca's estate,objected.Gus also claimed that Jack had no rights in Bianca's share of the partnership property and that Gus,the executor,had the right to confiscate her share of the property and sell it at auction.Jack,however,took the position that all interests of Bianca passed to Jack and that Jack owed her estate nothing.The articles of partnership did not address death. -Is Jack entitled to compensation for closing down the mortuary?


A) No,he is not entitled to any compensation unless the articles of partnership specifically gave him that right.
B) No,he is not entitled to any compensation,unless credible proof exists that Bianca acknowledged prior to her death that expenses in eventually closing down the business should be compensated.
C) Yes,he is entitled to compensation for the work.
D) Yes,he is entitled to compensation for the work,but only if he can establish that all outstanding debts of the mortuary have been paid.
E) Yes,he is entitled to compensation for the work,but only if the executor agreed that it needed to be done.

F) A) and E)
G) A) and C)

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Can Rufus and Sven move forward with the purchase of new equipment from SportsCo,over Igor's insistence on purchasing the equipment from HealthCo?


A) Yes,because most partnership decisions are made by majority vote and this decision does not involve an alteration in the nature of the business.
B) No,although most partnership decisions are made by majority vote,this decision involves an alteration in the nature of the business.
C) No,because decisions that involve an alteration in the nature of the business require a unanimous vote.
D) Yes,but only if all material facts about the restaurant and casino have been disclosed to Igor.
E) No,alterations to the nature of the business require a unanimous vote.

F) A) and D)
G) C) and E)

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Did the executor have any rights in Bianca's share of the property to sell at auction?


A) Yes,the executor was entitled to partnership property,but only if Bianca's will stated that the executor was so entitled.
B) Yes,the executor was only entitled to half of the partnership property not in use at the mortuary at the time of her death.
C) No,the executor was not entitled to partnership property because rights in specific partnership property passed to Jack according to the right of survivorship.
D) Yes,the executor was entitled to one-half of the partnership assets including half the partnership property.
E) Yes,the executor was entitled to one-half the partnership property,but only if Bianca was the managing partner pursuant to the articles of partnership.

F) C) and E)
G) All of the above

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Which of the following statements is true regarding the right of a personal creditor of a partner to seize specific items of partnership property?


A) A creditor may do so only after giving all partners at least 30 days advance notice.
B) A creditor may seize specific items of partnership property only if the items are located in the office of the creditor involved.
C) A creditor may do so only after giving all partners at least 60 days advance notice.
D) A creditor may not seize specific items of partnership property.
E) A creditor may do so only after giving all partners at least 90 days advance notice.

F) B) and D)
G) A) and B)

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Unless otherwise agreed in the articles of partnership,which of the following is true regarding rights partners have in regard to their interactions with other partners?


A) The right to participate in management according to the level of capital contribution,the right to share equally in profits,the obligation to share equally in losses,and the right to additional compensation for devoting time to the business.
B) The right to participate equally in management,the right to share in profits according to the level of capital contribution,the obligation to share in losses according to the level of capital contribution,but no right to additional compensation for devoting time to the business.
C) The right to participate equally in management,the right to share equally in profits,the right to share equally in losses,but no right to additional compensation for devoting time to the business.
D) The right to participate in management according to the level of capital contribution,the right to share in profits according to the level of capital contribution,the obligation to share in losses according to the level of capital contribution,and the right to additional compensation for devoting time to the business.
E) Partners have the right to participate equally in management,the right to share equally in profits,the obligation to share equally in losses,and the right to additional compensation for devoting time to the business.

F) All of the above
G) None of the above

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Regarding partnership property rights,which of the following statements is false?


A) Any property in the name of an individual partner that was purchased with partnership funds is considered partnership property.
B) Each partner has the right to possess partnership property.
C) A partner may use partnership property to pay a personal debt.
D) Any property brought into the partnership is considered property of the partnership.
E) Any property acquired by the partnership is considered property of the partnership.

F) B) and D)
G) D) and E)

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[Partnership Problems] Jamar,Kenya,and Tamika want to form a partnership to sell students resume preparation and employment search services.Jamar asks Kenya and Tamika if they should draw up some sort of agreement.Kenya replies that a written agreement is not legally required and that an oral agreement will set up a partnership.Upon the urging of Jamar and Tamika,however,Kenya agreed to a written document setting up the partnership,which they all signed.It was a simple agreement listing the partners and did not specifically address the right to management or allocation of profits and losses.Kenya has an opportunity to assist some students with resumes and does so without revealing her employment to the partnership;she keeps the payment she receives for herself.When Jamar and Tamika find out,Kenya replies that she was doingtwo-thirds of the partnership work,particularly in regard to management;that she,therefore,has two-thirds of the voting rights;and that she voted that her actions were appropriate.The articles of partnership does not address the right to share in management,but Jamar and Tamika strongly disagree with Kenya. -Is Kenya's statement that a written agreement is not necessary to set up a partnership correct?


A) No,she is incorrect only if none of the partners have experience with the partnership form of business.
B) Yes,she is correct.
C) Yes,she is correct,but only because three or fewer members are involved.
D) No,she is incorrect,but only because fewer than five members are involved.
E) Yes,she is correct only if all partners are considered sophisticated investors.

F) D) and E)
G) B) and D)

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What was the result in Leoff v.S&J Land Co. ,the case in the text involving a land dispute and whether a partnership existed?


A) The appellate court upheld the lower court's decision that a partnership existed because the parties were involved in a type of joint venture.
B) The appellate court reversed the lower court's decision that a partnership existed because the plaintiff had never judicially admitted the existence of a partnership.
C) The appellate court upheld the lower court's decision that a partnership between the parties existed because the agreement between the parties provided for the sharing of profits and losses.
D) The appellate court upheld the lower court's decision that no partnership existed because,while the parties had an agreement regarding management,no partnership agreement existed.
E) The appellate court reversed the lower court's decision that no partnership existed because by completing a dissociation,the defendant admitted the existence of a partnership.

F) A) and E)
G) A) and B)

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Which of the following statements is true regarding a partner's right to sell a partnership interest to a creditor,when the articles of partnership do not address the matter?


A) A partner cannot sell any of his or her interest in a partnership to a creditor.
B) A partner can sell his or her interest in a partnership to a creditor.
C) A partner can sell only up to 75% of his or her interest in a partnership to a creditor.
D) A partner can sell only up to 50% of his or her interest in a partnership to a creditor.
E) A partner can sell only up to 25% of his or her interest in a partnership to a creditor.

F) B) and C)
G) B) and D)

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________ is an association of two or more persons to carry on as co-owners of a business for profit.


A) A primary partnership
B) A partnership
C) A joint operation
D) A combined partnership
E) A joint business arrangement

F) C) and E)
G) A) and B)

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Is Jack correct that he owed Bianca's estate nothing?


A) He is correct only if he,not Bianca,was the managing partner.
B) Yes,because all rights passed to him at the time of her death.
C) No,he is incorrect because he had a duty to give the executor half the caskets,etc.on hand when Bianca died as well as half of all accounts due.
D) He is correct only if Bianca's will was silent on the matter.
E) No,he is incorrect because he had a duty to account to Bianca's estate for the value of Bianca's interest in specific property.

F) A) and D)
G) A) and E)

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Can Rufus and Sven move forward with adding a restaurant and casino to the club over Igor's rejection?


A) No,because there is no 4/5 vote in favor of the admission of new partners.
B) No,alterations to the nature of the business require a unanimous vote.
C) Yes,but only if all material facts about the restaurant and casino have been disclosed to Igor.
D) Yes,because there is a majority vote in favor of the restaurant and casino.
E) Yes,unless the creation of the restaurant and casino require an amendment to the partnership agreement.

F) A) and B)
G) C) and D)

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Which of the following statements is true regarding a partner's right to copy partnership records?


A) A partner does not have a right to copy any partnership records.
B) A partner only has a right to copy partnership records that are not marked "confidential" and that are not being used in litigation.
C) A partner only has a right to copy partnership records that are not marked "confidential."
D) A partner has a right to copy partnership records.
E) A partner only has a right to copy partnership records that directly impact that partner's right to profits.

F) A) and D)
G) B) and D)

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Which of the following statements is false regarding the Revised Uniform Partnership Act?


A) The Revised Uniform Partnership Act has been adopted in approximately half the states.
B) There is some disagreement between the Uniform Partnership Act and the Revised Uniform Partnership Act about the rules of partnership.
C) Changes in relation to the Revised Uniform Partnership Act and the Uniform Partnership Act are insignificant.
D) If adopted the Revised Uniform Partnership Act governs partnerships in the absence of an express agreement.
E) The Revised Uniform Partnership Act generally serves to expand the Uniform Partnership Act.

F) A) and B)
G) A) and C)

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