General partnerships Bar Exam Flashcards - Medical Study Cards
Master General partnerships with Oncourse flashcards. These spaced repetition flashcards are designed for medical students preparing for NEET PG, USMLE Step 1, USMLE Step 2, MBBS exams, and other medical licensing examinations.
General partnerships Flashcard Deck - 10 Cards
Flashcard 1: What is a general partnership, and how is it formed under the majority rule?
Answer: A general partnership is an association of two or more persons to carry on a business as co-owners for profit. Under the majority RUPA rule, it is formed by agreement or conduct and requires no filing or written agreement.
Flashcard 2: What facts create a presumption that a partnership exists?
Answer: A person’s receipt of a share of business profits creates a presumption of partnership, subject to exceptions such as payment of a debt, wages, rent, interest, or a sale-related payment. Profit sharing alone is not conclusive if the parties did not intend to co-own the business.
Flashcard 3: When is a partner’s dissociation wrongful?
Answer: A dissociation is wrongful if it breaches an express term of the partnership agreement or, in a partnership at will, occurs before the expiration of the partnership term or completion of the undertaking after a partner has wrongfully withdrawn. A wrongful dissociating partner may owe damages to the partnership.
Flashcard 4: When is a partnership bound by a partner’s apparent authority?
Answer: Under RUPA, an act apparently carrying on the partnership’s ordinary business binds the partnership unless the partner had no authority and the third party knew or had notice of that lack of authority. An act outside the ordinary course generally requires actual authority, such as authorization by all partners.
Flashcard 5: When does a partner have actual authority to bind the partnership?
Answer: A partner has actual authority when the partnership agreement or the partners’ vote authorizes the act, or when the act is apparently authorized as part of the ordinary course of partnership business. The partnership is bound if the partner acts with actual authority, subject to limits in the agreement.
Flashcard 6: What are partners’ default rights to participate in management and vote?
Answer: Each partner has equal rights in the management and conduct of the partnership business, regardless of capital contribution. Ordinary-course matters are decided by a majority of partners; acts outside the ordinary course require unanimous consent under RUPA.
Flashcard 7: How are partnership assets distributed during winding up?
Answer: After partnership assets are collected and creditors are paid, remaining assets are distributed first to repay partner loans, then capital contributions, and then according to the partners’ profit-sharing percentages. Partners share losses in the same proportion as profits unless the agreement provides otherwise.
Flashcard 8: What events cause a partner’s dissociation under RUPA?
Answer: Dissociation occurs when a partner gives express notice of withdrawal, an agreed event occurs, the partner’s death or bankruptcy occurs, or another statutory or court-ordered event applies. Dissociation ends the partner’s right to participate in management but does not necessarily dissolve the partnership.
Flashcard 9: What is partnership by estoppel?
Answer: A person who represents, or consents to another representing, that the person is a partner may be liable to a third party who reasonably relies on the representation and extends credit or otherwise changes position. The person is liable as though a partner for that transaction, but does not thereby become an actual partner.
Flashcard 10: What events trigger dissolution of a general partnership under the majority RUPA rule?
Answer: Dissolution occurs upon an agreed event, unanimous agreement to wind up, certain wrongful or judicially ordered events, or a partner’s express notice of withdrawal from a partnership at will. A partner’s dissociation from a term or undertaking partnership generally does not automatically dissolve it.
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