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James is a partner in DDH Law Firm,a general partnership.At the request of James' family,the court has declared him insane.What effect,if any,does the insanity ruling have on DDH?


A) None.
B) The partnership can be dissolved at the request of the other partners.
C) The partnership is dissolved by an act of the court.
D) The partnership is dissolved by the act of a partner.
E) The partnership is dissolved by operation of law.

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

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When a partner dies,the partnership is terminated by an act of the court.

A) True
B) False

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A partner being expelled from the partnership in accordance with the partnership agreement is not a reason for rightful dissolution of the partnership.

A) True
B) False

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________ is the term for the activity of completing unfinished partnership business,collecting and paying debts,collecting partnership assets,and taking inventory.


A) Delineating
B) Closing up
C) Terminating
D) Reallocating
E) Winding up

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

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Set forth the order the Uniform Partnership Act establishes for the distribution of liquidated assets when a partnership is dissolved and has debt.

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The Uniform Partnership Act es...

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During the dissolution of a partnership that will be continued by the remaining partners,if a noncontinuing partner holds 20% of the partnership in which the assets are valued at $10,000 how much will the partner receive assuming the noncontinuing partner has taken no wrongful action against the partnership?


A) $2,000 minus the noncontinuing partner's share of expenses involved with dissolution.
B) $2,000 minus the noncontinuing partner's share of loses,if any,in the first year after dissolution.
C) $2,000
D) $2,000 minus any losses the noncontinuing partner's leaving caused the partnership to sustain.
E) Nothing

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

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A general partner has unlimited personal liability for the debts of the limited partnership.

A) True
B) False

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Which of the following was the result on appeal in Urbain v.Beierling,the case in the text in which the court decides whether or not to dissolve a partnership?


A) The appellate court reversed the dismissal of plaintiff's claims because,although the partnership was not successful,plaintiff was entitled to a distribution of assets.
B) The appellate court affirmed the dismissal of plaintiff's claims because she failed to show she was a "co-owner" of the partnership.
C) The appellate court remanded the case to the trial court to determine the amount of assets or profits of the partnership for distribution.
D) The appellate court reversed the dismissal of plaintiff's claims because she was a "co-owner" of partnership property and entitled to a valuation of the property.
E) The appellate court affirmed the dismissal of plaintiff's claims because she failed to show she was damaged since there were no assets or profits of the partnership to distribute to her.

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

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Shawn and Jasmine want to start a partnership to sell hand woven sweaters.Jasmine's parents would like to invest,but they do not wish to be subject to liability for losses in excess of their capital contribution.Jasmine's mother tells Shawn and Jasmine that if she invests,she expects to have a significant say in the management of the business.Should Shawn,Jasmine,and Jasmine's parents enter into a limited partnership with the parents being limited partners,and why or why not? Would a limited liability company be a good option,and why or why not?

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The parties should not enter into a limi...

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Which of the following is true regarding the origination of limited partnerships?


A) They originated in England approximately 200 years ago.
B) They originated in the United States approximately 200 years ago.
C) They originated in the United States approximately 50 years ago.
D) They originated in Mexico approximately 50 years ago.
E) They originated in Europe over 500 years ago.

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

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Which of the following is false regarding dissolution of a partnership either by act of a partner or by operation of law?


A) Death of a partner results in dissolution of a partnership by operation of law.
B) A partnership engaging in an activity that suddenly becomes illegal results in dissolution of a partnership by operation of law.
C) A partner withdrawing from the partnership at will results in dissolution through an act by a partner.
D) A partner withdrawing or being expelled pursuant to the partnership agreement results in dissolution through an act by a partner.
E) A partner's engagement in any other business activity results in dissolution of a partnership through an act by a partner.

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

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Which statement is true regarding any responsibility James has to share in losses?


A) James has liability for losses only if the general partners are insolvent.
B) James has no liability for losses at all.
C) James has a legal obligation to share equally in losses with the general partners.
D) James would be responsible for one-half of any losses with the two general partners having liability for the other half.
E) James assumed no liability for the partnership beyond the capital he invested.

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

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Which of the following is true about an LLC?


A) The structure of management must adhere to statutory constraints.
B) Generally,each member may be allowed to participate in the management of the company
C) Members are not equally involved in the management of the company.
D) To obtain limited liability,owners must give up some of their rights to participate in management.
E) Owners are referred to as partners.

F) B) and D)
G) None of the above

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[Fishy Fiasco] James agreed to be a limited partner in Ingrid and Darnell's tropical fish importing business.Ingrid and Darnell were general partners.James contributed $10,000 to the partnership as his capital contribution.The partnership made a profit of $30,000 the first year.James was paid nothing.When he inquired,Ingrid told him that a limited partner was only entitled to a share of profits as approved by the general partners and that perhaps things would be better the next year.The next year,however,importation was banned because of a fish disease,and the partnership lost money and owed debts of $60,000.At the end of the year,Ingrid and Darnell asked James to contribute $20,000 to cover the debts.When James complained about the amount,Darnell told him that he and Ingrid were being overly reasonable and that James actually was legally liable for an even larger percentage.In an attempt to keep the business afloat,James told Ingrid and Darnell that they should consider suing a customer who had not paid a large account.Ingrid and Darnell replied,however,that they were morally opposed to lawsuits and that they had the final say on litigation. -Which statement is true regarding James' entitlement to share in profits?


A) During the first year of business and also in subsequent years,a limited partner has a right to share in the profits.
B) A limited partner is generally entitled to a share of the profits,but during the first year of business,a limited partner is only entitled to one-half of whatever the share would normally have been.
C) A new limited partner is only entitled share in the profits after a partnership has been successful for three consecutive years.
D) During the first year of business,a limited partner is not legally entitled to a share of the profits.
E) During the first year of business,a limited partner is only entitled to a share of the profits at the discretion of the general partners.

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

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Is Martin correct that Bruno can be a limited LLC member but would not have any say in the company?


A) Although an LLC does not have limited partners and general partners,one can be a limited member without any say in the company.
B) Martin is correct.
C) Yes,like a limited partnership,an LLC can have limited partners and general partners.
D) No,each member of an LLC has a say in the management of the company.
E) Yes,like a limited partnership,only the general members of an LLC make management decisions.

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

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[Software Dispute] Cole,Kyra,and Morton are partners in a startup company that designs software for the biotechnology industry.Their partnership agreement contained a provision that the partnership would be dissolved when Morton retires,or if any partner commits any act that violates the trust of the other partners.The partnership agreement also provided that all intellectual property related to the business of the partnership,including any patents,be owned by the partnership.Cole decides to open another company,ColeCompany,that would design gaming software.He sets up the company secretively,transfers a patent owned by the partnership to ColeCompany,and does not tell his partners until he is ready to do business at ColeCompany.When Kyra and Morton find out that Cole went behind their backs and opened another business,they tell Cole they can no longer trust him and are dissolving the partnership because of his actions.Cole,who is the software designer for the partnership,tells them if they want to dissolve the partnership,then he will also design software for the biotech industry at ColeCompany. -Was the partnership rightfully dissolved or wrongfully dissolved?


A) Wrongfully dissolved because Cole offered to return the software.
B) Rightfully dissolved because,by his actions,Cole withdrew from the partnership at will.
C) Wrongfully dissolved,unless Morton is also retiring.
D) Rightfully dissolved because the partnership agreement dictated that a partner can be expelled for theft,and by placing the patent in his company's name he committed theft against the partnership.
E) Wrongfully dissolved because the partnership agreement does not permit dissolution under these circumstances.

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

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Which statement is true regarding whether Ryan had actual authority to bind the partnership in regard to his purchases at the office supply store?


A) Ryan had actual authority to bind the partnership because the law firm had not notified anyone at the office supply that he was no longer authorized to make purchases for the law firm.
B) Ryan had actual authority to bind the partnership so long as the purchases were made within seven days of his resignation.
C) Ryan had actual authority to bind the partnership only if he cannot be found within one year of the date the purchases were made.
D) Ryan did not have actual authority to bind the partnership.
E) Ryan had actual authority to bind the partnership so long as the purchases were made within ten days of his resignation.

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

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A partner can be held liable for wrongful dissolution if the partner dissolves a partnership in violation of the partnership agreement.

A) True
B) False

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In the case of a limited partnership,if the partners do not sign or do not file the certificate of limited partnership with the secretary of state,the limited partners will not receive limited liability.

A) True
B) False

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Which of the following is false regarding a limited liability company?


A) Limited liability companies are a relatively new form of business.
B) In a limited liability company,each member gets a say in the management of the company,whereas in a limited partnership,only the general partners get to make management decisions.
C) The Uniform Limited Liability Company Act has been accepted by a majority of the states.
D) A limited liability company is similar to a limited partnership insofar as the limited partner and the limited liability company member have limited liability dependent on the investment he or she makes.
E) A limited liability company is similar to a limited partnership in regards to receiving the tax breaks that are often afforded to those in a partnership.

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

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