Exam 36: Partnerships and Limited Liability Partnerships

Fact Pattern 36-1B Brad, Carlos, and Dora are general partners in Eastside Physicians, a medical clinic. -Refer to Fact Pattern 36-1B. The partners decide to dissolve Eastside. Dora collects and distributes the firm's assets. This results in

Fact Pattern 36-1B Brad, Carlos, and Dora are general partners in Eastside Physicians, a medical clinic. -Refer to Fact Pattern 36-1B. Carlos' assignment of his interest in Eastside to Good Credit Corporation results in

Guy and Hanna do business as G-H Associates. If G-H is a partnership, it is governed by the Uniform Partnership Act

Gallop Western Ranch is a family limited liability partnership (FLLP). In an FLLP, all of the partners must be

Genetic Innovations, LP, is a limited partnership. The partners sign an agreement purporting to state how the firm's profits and losses are to be di?vided. The profits and losses of the firm will be divided

An association cannot be a partnership without an express agreement.

Fact Pattern 36-2A Hal, Ira, and Jill are partners in Kappa Accessories, a computer peripherals firm. -Refer to Fact Pattern 36-2A. Hal signs a contract with Lycra Chips, a retail component supplier, allegedly on Kappa's behalf. The contract is binding on

Dave and Eiger are partners in First-Place Athletic Supplies, which sells sports equipment. Dave manages the business. Unless the partnership agreement states otherwise, Dave is

Sally and Tom decide to go into business, selling discounted merchandise through their Web site "e-Buy." They sign a partnership agreement that requires Sally to contribute $12,000 and Tom to contribute $8,000 in capital to start the firm. The agreement also states that only Sally will have the authority to bind the partnership in deals with third parties, but the agreement says nothing about the management of the firm or a division of profits. Without Sally's knowledge, Tom tells United Computer Products, Inc., that he represents the firm and signs a contract with United to buy hard drives for resale on e-Buy. In the first year, e-Buy makes a profit of $50,000. What are the partners' rights with respect to the management of the firm? Is the partnership bound to the contract with United? Do the partners split the first year's profits? If so, how much is each entitled to?

General principles of agency law pertain to a partner's authority to bind a part?nership in contract.

Fact Pattern 36-1A Dean starts up E-Sites, an Internet service, and leases office space in a building owned by Fred. The lease requires Dean to pay Fred a base rental of $250, plus 10 percent of E-Sites' profits, each month. The term is two years. Dean hires Gina to work at E-Sites' tech support desk at an hourly wage of $9.00, plus a commis?sion of 10 percent of the prof?its. The term is also two years. -Refer to Fact Pattern 36-1A. Dean and Gina are

Lucy is a limited partner in Metro Contractors, a limited partnership, which cannot pay its debts. Lucy is personally liable for the debts

In winding up a partnership, partners can create new obligations on be?half of the partnership.

The maximum amount of money at risk by a limited partner is the amount of his or her investment in the limited partnership.

Cody is a partner in Delta Accounting Service. Cody can inspect

Fact Pattern 36-1B Brad, Carlos, and Dora are general partners in Eastside Physicians, a medical clinic. -Refer to Fact Pattern 36-1B. Brad's dissociation from the firm results in

On a partner's dissociation, his or her interest in the partnership must be purchased.

Noah and Orin do business as Personnel Partners. In most states, for purposes of suing and being sued, Personnel Partners would be treated as

Trina and Uri do business as Value Gems. In acting on the firm's behalf in a deal with World Diamond Exchange, Trina recklessly exceeds what Value Gems can afford to pay, causing damage to the firm. Trina is

Pat and Quint sign a five-year partnership agreement to do business as "Pat's Landscaping Service." At the end of the fifth year, they decide to continue without specifying a new term. This partnership is terminable