Library/Business/Business Law: Text and Cases, Eleventh Edition/Partnerships and Limited Liability Partnerships

Partnerships and Limited Liability Partnerships

50 questions available

Summary unavailable.

Questions

Question 1

According to the Uniform Partnership Act (UPA) Section 101(6), a partnership is defined as an association of two or more persons to carry on as co-owners a business for what purpose?

View answer and explanation
Question 2

The Uniform Partnership Act (UPA) establishes guidelines for determining if a partnership exists. The sharing of profits and losses from a business creates a presumption that a partnership exists. However, if profits are received as payment for a debt, what does the UPA presume?

View answer and explanation
Question 3

If two individuals, MacPherson and Bunker, own a piece of farmland as joint tenants and lease it to a farmer for a share of the profits, what does the Uniform Partnership Act (UPA) state about this arrangement?

View answer and explanation
Question 4

For federal income tax purposes, how is a partnership treated?

View answer and explanation
Question 5

Under the concept of partnership by estoppel, when does a nonpartner become regarded as an agent whose acts are binding on the partnership?

View answer and explanation
Question 6

In a general partnership where the agreement is silent on the matter, what does UPA 401(f) state about management rights?

View answer and explanation
Question 7

If Rico contributes $60,000 and Brett contributes $40,000 to a partnership, but their partnership agreement is silent on how profits and losses are to be shared, how will profits and losses be apportioned according to the UPA?

View answer and explanation
Question 8

Under the Uniform Partnership Act (UPA), what are the two primary fiduciary duties that a partner owes to the partnership and the other partners?

View answer and explanation
Question 9

According to UPA 306(a), how are partners in most states liable for all partnership obligations, including contracts and torts?

View answer and explanation
Question 10

What is the extent of liability for a partner newly admitted to an existing partnership regarding obligations incurred before they became a partner?

View answer and explanation
Question 11

In a limited partnership, what is the key distinction in liability between a general partner and a limited partner?

View answer and explanation
Question 12

What is the major advantage of a limited liability partnership (LLP) that makes it a hybrid form of business?

View answer and explanation
Question 13

When a partner ceases to be associated in the carrying on of the partnership business, this event is known as what?

View answer and explanation
Question 14

In the case of Warnick v. Warnick, what was the total initial capital contribution made by all partners to form Warnick Ranches?

View answer and explanation
Question 15

In the case Warnick v. Warnick, the Supreme Court of Wyoming reviewed the lower court's calculation of the buyout price for Randall Warnick's interest. The court decided that the buyout price should be based on the amount that would have been paid to the dissociating partner if the partnership assets were sold at a price equal to what?

View answer and explanation
Question 16

What is a key difference in formation between a general partnership and a limited partnership?

View answer and explanation
Question 17

Under the Revised Uniform Limited Partnership Act (RULPA), what right does a limited partner have regarding lawsuits on behalf of the firm?

View answer and explanation
Question 18

What happens to a joint tenancy if one of the joint tenant partners sells their interest in the property to another person?

View answer and explanation
Question 19

The Uniform Partnership Act was amended in 1997 primarily to provide for what type of business entity?

View answer and explanation
Question 20

What is the consequence for a limited partner in a limited partnership who participates in the management of the business, according to RULPA 303?

View answer and explanation
Question 21

When the partnership's liabilities are greater than its assets, how do the partners bear the losses in the absence of a contrary agreement?

View answer and explanation
Question 22

What is a 'partnership for a term'?

View answer and explanation
Question 23

According to the UPA, what is a partner's duty of care limited to refraining from?

View answer and explanation
Question 24

If a partner wrongfully dissociates from the partnership, what are they liable for?

View answer and explanation
Question 25

In the case In re Dissolution of Midnight Star Enterprises, L.P., the court had to interpret the partnership agreement regarding dissolution. What did the court conclude about the general partner's option to liquidate the assets?

View answer and explanation
Question 26

In a Limited Liability Limited Partnership (LLLP), what is the extent of a general partner's liability?

View answer and explanation
Question 27

For how long after a partner dissociates from a continuing partnership may the partnership be bound by the acts of the dissociated partner based on apparent authority?

View answer and explanation
Question 28

Which of the following is NOT one of the three essential elements courts look for to determine if a partnership exists?

View answer and explanation
Question 29

What does a partner's duty of loyalty require them to refrain from, according to UPA 404(b)?

View answer and explanation
Question 30

In the case Moren v. Jax Restaurant, the partnership filed a complaint against Nicole Moren, one of its partners, arguing that it was entitled to what?

View answer and explanation
Question 31

What is a 'buy-sell agreement' in the context of a partnership?

View answer and explanation
Question 32

In a Limited Liability Partnership (LLP), who is liable for the negligence of a partner?

View answer and explanation
Question 33

Under RULPA, the death or bankruptcy of a general partner in a limited partnership will cause the dissolution of the firm unless what occurs?

View answer and explanation
Question 34

What is the primary difference in how partnership property is treated under the current UPA versus the previous version of the UPA?

View answer and explanation
Question 35

In the context of partnerships, what is a 'charging order'?

View answer and explanation
Question 36

What does a Limited Liability Limited Partnership (LLLP) primarily offer that a standard Limited Partnership (LP) does not?

View answer and explanation
Question 37

Under the UPA, which of the following actions generally requires the unanimous consent of the partners?

View answer and explanation
Question 38

If a partner's dissociation is found to be wrongful because it breached the partnership agreement, what additional liability might that partner face besides damages for the breach?

View answer and explanation
Question 39

According to the UPA, in a partnership agreement, which fiduciary duties may not be waived or eliminated?

View answer and explanation
Question 40

In a limited partnership, the death of a limited partner does not dissolve the partnership, unless what condition is met?

View answer and explanation
Question 41

What is required to form a Family Limited Liability Partnership (FLLP)?

View answer and explanation
Question 42

If a court orders the dissolution of a partnership, when might this occur according to UPA 801(5)?

View answer and explanation
Question 43

After a partner's dissociation, their right to participate in the management of the partnership business terminates. What happens to their duty of care?

View answer and explanation
Question 44

When a limited partner discovers a defect in the formation of the limited partnership, what can they do to avoid future liability?

View answer and explanation
Question 45

In the case of Meinhard v. Salmon, the court found that Salmon breached his fiduciary duty to his partner, Meinhard. What specific action constituted this breach?

View answer and explanation
Question 46

If a limited partnership agreement does not have a provision for sharing profits and losses, how are they shared among the partners?

View answer and explanation
Question 47

What is the consequence if a partner's dissociation occurs in a partnership for a definite term before the expiration of that term?

View answer and explanation
Question 48

To form a Limited Liability Partnership (LLP), what is the typical filing requirement?

View answer and explanation
Question 49

What is the right of a surviving joint tenant to inherit a deceased joint tenant's ownership interest known as?

View answer and explanation
Question 50

A partner's right to inspect all partnership books and records on demand is part of which broader right?

View answer and explanation

Other chapters

Introduction to Law and Legal ReasoningCourts and Alternative Dispute ResolutionCourt ProceduresConstitutional Authority to Regulate BusinessNegligence and Strict LiabilityIntellectual Property and Internet LawCriminal Law and Cyber CrimeNature and TerminologyAgreementConsiderationCapacity and LegalityMistakes, Fraud, and Voluntary ConsentThe Statute of Frauds—Writing RequirementThird Party RightsPerformance and DischargeBreach of Contract and RemediesE-Contracts and E-SignaturesThe Formation of Sales and Lease ContractsTitle, Risk, and Insurable InterestPerformance and Breach of Sales and Lease ContractsWarranties and Product LiabilityThe Function and Creation of Negotiable InstrumentsTransferability and Holder in Due CourseLiability, Defenses, and DischargeChecks and Banking in the Digital AgeCreditors' Rights and RemediesSecured TransactionsBankruptcy LawAgency Formation and DutiesLiability to Third Parties and TerminationEmployment and Labor LawEmployment DiscriminationSole Proprietorships and FranchisesLimited Liability Companies and Special Business FormsCORPORATIONS—Formation and FinancingCORPORATIONS—Directors, Officers, and ShareholdersCORPORATIONS—Merger, Consolidation, and TerminationCORPORATIONS—Securities Law and Corporate GovernanceLaw for Small BusinessesAdministrative LawConsumer LawEnvironmental LawAntitrust LawPersonal Property and BailmentsReal Property and Landlord-Tenant RelationshipsInsuranceWills and TrustsProfessional Liability and AccountabilityInternational Law in a Global Economy