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Which is the correct description of the result on appeal in Robert M.Tafoya v.Dee S.Perkins,involving a sale of partnership property and the applicable statute of limitations on an action for an accounting when there was no agreement on the matter between the withdrawing partner and other partner involved?


A) That the plaintiff's suit was timely because there is no statute of limitations on an accounting as to partnership property so long as one of the partners is living.
B) That the plaintiff's suit was timely because the statute of limitations on an action for an accounting as to a partnership does not begin to run until all property owned by the partnership is sold and that the statute of limitations,computed as of that point,was six years.
C) That the plaintiff's suit was timely because the statute of limitations on an action for an accounting as to a partnership does not begin to run until all property owned by the partnership is sold and that the statute of limitations,computed as of that point,was two years.
D) That the plaintiff's suit was untimely because the statute of limitations on an action for an accounting as to a partnership begins to run when the withdrawing partner ceases to be associated with the business resulting in dissolution and that the statute of limitations,computed at that point,was two years.
E) That the plaintiff's suit was untimely because the statute of limitations on an action for an accounting as to a partnership begins to run when the withdrawing partner ceases to be associated with the business resulting in dissolution and that the statute of limitations,computed at that point,was six years.

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

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If,upon dissolution of a partnership,one partner pays liabilities of the partnership that are greater than the liquidated assets of the partnership,which of the following is true?


A) The partner who paid has a right of contribution against any partner who did not pay.
B) The partner who paid has no right of contribution against any other partner.
C) The partner who paid has a right of contribution only against other partners who participated in the management of the partnership.
D) The partner who paid has a right of contribution only against other partners who did not participate in the management of the partnership.
E) The partner who paid has a right of contribution against other partners only if the partner who paid was not the managing partner.

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

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Which of the following was the result in the Case Opener involving whether a partner wrongfully caused dissolution of a partnership thereby barring him from recovering damages from other partners based upon improvements to an office building that were not properly approved?


A) That the partner at issue was partially at fault for the wrongful dissolution of the partnership but that he would be entitled to sue for damages because the dissolution was not entirely his fault.
B) That the partner at issue was not at fault for the dissolution of the partnership because expenditures were improperly made by the partnership and hidden from him but that he was barred from recovering damages because the partnership had not yet been wound up.
C) That the partner at issue was not at fault for the dissolution of the partnership because expenditures were improperly made by the partnership and hidden from him and that he could sue for damages based upon the wrongful acts of the other partners.
D) That the partner at issue was partially at fault for the wrongful dissolution of the partnership and that he was therefore barred from recovering damages from the other partners.
E) That the partner at issue was fully at fault for the wrongful dissolution of the partnership and that he was therefore barred from recovering damages from the other partners.

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

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Which statement is true regarding James's entitlement to sue on behalf of the partnership?


A) If the general partners fail to bring a suit on behalf of the limited partnership,the limited partner can bring suit but only after obtaining the permission of all general partners.
B) A limited partner has a right to bring suit on behalf of the partnership only if the litigation is in an amount of over $75,000 and then only with the permission of all general partners.
C) A limited partner has no rights to bring suit on behalf of the partnership.
D) If the general partners fail to bring a suit on behalf of the limited partnership,the limited partner can bring suit but only after obtaining the permission of a majority of the general partners.
E) If the general partners fail to bring a suit on behalf of the limited partnership,the limited partner can bring the suit.

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

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Which of the following is true regarding the Revised Uniform Limited Partnership Act (RULPA) ?


A) Louisiana is the only state not to have adopted any version of the RULPA.
B) The RULPA is static for the most part with few changes.
C) The RULPA has been replaced in most states with the Reviewed Uniform Limited Partnership Act.
D) Most states have adopted the 2001 version of the RULPA.
E) The RULPA was originally adopted in 1958.

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

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Explain how a limited partnership is created and describe the consequence if proper procedures are not followed.

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The formation of a limited partnership m...

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Which of the following is true regarding "provisional dissolution" of a partnership in Spain?


A) Provisional dissolution occurs whenever a party dies.
B) Provisional dissolution is the only method of dissolution of a partnership in Spain.
C) Provisional dissolution is followed by litigation to determine the legitimacy of the termination request.
D) Provisional dissolution occurs whenever a partner requests dissolution without the intervention of the court.
E) Provisional dissolution is effective for 30 days prior to actual dissolution in order to allow the parties to wind-up the partnership.

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

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Which stages) must be completed before a partnership is considered completely terminated?


A) Dissolution and winding up,but not release of claims
B) Release of claims and winding up,but not dissolution
C) Dissolution only
D) Winding up only
E) Dissolution and release of claims,but not winding up

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

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During the winding-up process,the partners must still fulfill their fiduciary duty to one another by disclosing all information about the partnership assets.

A) True
B) False

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When a partnership is dissolved based upon the withdrawal of a partner,that partner no longer has actual authority to bind the partnership.

A) True
B) False

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In Spain,the term "full dissolution" of a partnership means what?


A) That the partnership ends because the purposes of the partnership have been satisfied.
B) That the partnership ends because it has been wound up and liquidated.
C) That the partnership ends without litigation and without a waiting period.
D) That the partnership ends because all partners have requested its end.
E) That the partnership ends because a majority of the partnership has requested its end.

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

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Under the UPA,________ must be paid first when liquidated assets of a partnership are distributed.


A) Capital invested by partners
B) Profits for distribution to partners on the basis of the partnership agreement
C) Refunds or loans to partners for loans made to the firm
D) Bills of lading
E) Debt owed to creditors of the partnership

F) B) and D)
G) All of the above

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Byron is a partner in C&M,a limited partnership.What effect does Byron's death have on C&M,if the partnership agreement is silent about death of a partner?


A) Byron's death will dissolve the partnership,regardless if he is a general or a limited partner.
B) Byron's death will not affect the partnership regardless if he is a general or a limited partner.
C) If he is a general partner,Byron's death will not affect the partnership.
D) If he is a limited partner,Byron's death will dissolve the partnership.
E) If he is a limited partner,Byron's death will not affect the partnership.

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

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[Big Spender] Ryan was a partner in ZYX law firm.He decided to withdraw from the partnership because he wanted to retire early in Costa Rica.The partnership agreement of ZYX law firm did not specify the objective or duration of the partnership.Although Ryan gave proper notice,the other partners claimed that he had no right to withdraw.Ryan was angry and decided to get even.Two days after he withdrew and before the partnership had provided notification to any suppliers of his departure,Ryan went to the office supply store at which he typically purchased supplies on account for the firm.He purchased several cameras,a computer,and other items,which he placed on the firm's account.Ryan just smiled when Joe,the manager at the store,told Ryan that he really appreciated the law firm's business.The next day Ryan headed for Costa Rica and cannot be located.Joe later requests that ZYX firm pay the bill for Ryan's purchases.The law firm,whose members had decided to continue the partnership after the dissolution resulting from Ryan's resignation,refused on the basis that Ryan had no authority to make the purchases.Joe says that he did not know that and that he expects to be paid immediately. -ZYX law firm was what type of partnership?


A) A partnership at will
B) An agency partnership
C) A terminable partnership
D) An equitable partnership
E) An absolute partnership

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

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Which statement is true regarding whether the law firm is liable for purchases made by Ryan?


A) The law firm is liable for the purchases because it had not provided notification to the office supply that Ryan was no longer authorized to make purchases for the firm.
B) The law firm is liable for the purchases only if Ryan was treated inequitable during the winding-up process.
C) The law firm is liable for the purchases only if Ryan cannot be found within one year of the date the purchases were made.
D) The law firm is liable for the purchases because Ryan's authority continued for ten days after his resignation.
E) The law firm is liable for the purchases because Ryan's authority continued for seven days after his resignation.

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

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If the bank loan cannot be paid off after sale of the partnership assets,who is liable for the remainder of the loan?


A) No one is liable for the remainder of the loan because the partnership is dissolved.
B) All three partners equally,but Ava may not pay Milton's share of the debt.
C) The debt is automatically split between Ava and Hiro.
D) All three partners equally,but Ava may pay Milton's share of the debt.
E) Ava,if she continues the partnership after dissolution.

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

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Which of the following is false regarding the winding-up process?


A) During the winding-up process,the partners may not engage in any business that competes with the partnership business.
B) If a partner wrongfully dissolves a partnership,that partner has no right to demand a winding up.
C) During winding-up,once partnership assets are gathered,they are distributed to the partners or to creditors.
D) During the winding-up process,the partners must still fulfill their fiduciary duty to one another by disclosing all information about the partnership assets.
E) If a partnership has been rightfully dissolved,any partner can demand that the winding-up stage begin.

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

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[Drone Debacle] Bruno and Martin run Skyview,LLC,a drone company that takes aerial photographs.After an accident with the drone,Bruno tells Martin that he does not want to be involved in management any longer.Martin tells Bruno that if he stops participating in management,they will no longer be protected by the limited liability of an LLC.Bruno says that if there is a lawsuit,they are both equally liable.Martin replies that if Bruno wants,he could be a limited LLC member and then he won't have a say in the company. -Is Bruno correct that they would both be equally liable?


A) Bruno is correct.
B) Bruno is incorrect,they are liable to the extent of their participation in management.
C) Bruno is incorrect,they are liable to the extent of their investment.
D) Bruno is incorrect,they are liable to the extent of the loans,if any,that they executed on behalf of the LLC.
E) Bruno is incorrect,they are liable to the extent of the statutory percentage based on a calculation of risk.

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

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Name the five circumstances under which a partnership may be rightfully dissolved.

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A partnership may be...

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Which statement is correct regarding a partner's actual authority to bind a partnership once a partnership is dissolved?


A) A partner has actual authority to bind the partnership for 45 days after the partnership is dissolved.
B) A partner has actual authority to bind the partnership for 10 days after the partnership is dissolved.
C) A partner has actual authority to bind the partnership for 30 days after the partnership is dissolved.
D) After a partnership is dissolved,a partner has actual authority to bind the partnership to any third party who has not been given notice of dissolution.
E) A partner has no actual authority to bind the partnership after the partnership is dissolved.

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

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