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Revised Uniform Partnership Act § 603 (1997).
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1Under the Revised Uniform Partnership Act (RUPA), does the departure of a partner automatically cause the dissolution of the partnership?
Under the Revised Uniform Partnership Act (RUPA), does the departure of a partner automatically cause the dissolution of the partnership?2Will any reason justify dissolution of a partnership?
Will any reason justify dissolution of a partnership?3May a court order the dissolution of a partnership?
May a court order the dissolution of a partnership?4A senior partner decided to leave an at-will general partnership. The partnership agreement clearly set out the process for valuing the senior part...
A senior partner decided to leave an at-will general partnership. The partnership agreement clearly set out the process for valuing the senior partner’s shares, and the parting was amicable. However, a business competitor filed a dissolution petition against the partnership, seeking to have the partnership dissolved due to the senior partner’s voluntary withdrawal. Although the other partners could have started a new partnership, for competitive business reasons, they wanted to continue the current partnership. The jurisdiction follows RUPA.Can the remaining partners continue the current partnership despite the petition to dissolve the partnership?5What is the winding up of a partnership?
What is the winding up of a partnership?6Does the winding-up process include a settlement of all accounts?
Does the winding-up process include a settlement of all accounts?7May all partners participate in the winding up of the partnership?
May all partners participate in the winding up of the partnership?8Does a partner in a term partnership have the power to dissociate or withdraw at any time?
Does a partner in a term partnership have the power to dissociate or withdraw at any time?9In an at-will partnership, what is the test for whether a partner’s dissociation or withdrawal is wrongful?
In an at-will partnership, what is the test for whether a partner’s dissociation or withdrawal is wrongful?10Is a partner’s voluntary withdrawal from the partnership the only event that will cause a partner to be dissociated from a general partnership?
Is a partner’s voluntary withdrawal from the partnership the only event that will cause a partner to be dissociated from a general partnership?11A group of college friends formed a general partnership to remodel a small shopping mall. Each partner had a unique set of skills vital to the proj...
A group of college friends formed a general partnership to remodel a small shopping mall. Each partner had a unique set of skills vital to the project. The shopping mall had many building and construction restrictions, but the eldest partner had vast experience addressing complex permitting issues. Prior to completion of the work on the mall, the eldest partner decided to leave the partnership to form a musical group. All the other partners stayed with the partnership. The remaining partners estimated that, without the eldest partner there to help, it would cost the partnership $30,000 to find a comparable specialist to address the remaining permitting issues. Is the eldest partner potentially liable to the partnership for the additional expenses caused by his withdrawal from the partnership?12A group of friends formed a general partnership to remodel a shopping center. The partners drew up a partnership agreement but failed to include a ...
A group of friends formed a general partnership to remodel a shopping center. The partners drew up a partnership agreement but failed to include a provision addressing how to expel partners from the partnership. After a few months, it became clear that one of the partners was not adding any value to the project. The other partners called a meeting to discuss the issue. At the end of the meeting, these other partners voted unanimously to expel the useless partner. Is the expulsion valid?13There were seven partners in a general partnership: six junior partners and one senior partner. The junior partners were all good friends and extre...
There were seven partners in a general partnership: six junior partners and one senior partner. The junior partners were all good friends and extremely productive. On the other hand, the senior partner was extremely disagreeable, hostile to employees, and regularly belittled the junior partners. The junior partners were considering expelling the senior partner from the partnership. Unfortunately, the partnership agreement fails to address the issue of expelling a partner.If all the junior partners vote to expel the senior partner, will that be enough to expel the senior partner from the partnership?14A partner decided to dissociate from an at-will general partnership. The departure triggered a provision in the partnership agreement dissolving th...
A partner decided to dissociate from an at-will general partnership. The departure triggered a provision in the partnership agreement dissolving the partnership. The departing partner was considering starting another business in the same industry. Thus, to avoid any damage to her reputation and maintain amicable business relations with vendors, the departing partner decided she should participate in winding up the partnership’s business. The other partners objected to the departing partner’s participation in the winding-up process.Does the departing partner have a right to participate in winding up the partnership’s business?15A general partnership with five partners was forced to dissolve. After selling all of its assets, the partnership had $100,000. The partnership owe...
A general partnership with five partners was forced to dissolve. After selling all of its assets, the partnership had $100,000. The partnership owed $15,000 to a materials supplier and $10,000 to a food vendor. Also, two months earlier, a senior partner had loaned the partnership $25,000. None of this loan had been repaid. Further, all five partners had each contributed $5,000 to start the partnership, and none of these capital contributions had been repaid. The partnership agreement is silent about how profits and losses should be distributed.How should the $100,000 be distributed?16A general partnership was experiencing financial distress and was forced to ask one of its senior partners for a $45,000 loan. The senior partner a...
A general partnership was experiencing financial distress and was forced to ask one of its senior partners for a $45,000 loan. The senior partner agreed to make the loan. The loan documents repeatedly stated that the funds were a loan and not a capital contribution. Unfortunately, the partnership’s decline continued, and the business was ultimately dissolved. The partnership owed $50,000 to a food vendor and $30,000 to a marketing firm, as well as the $45,000 to the partner. After selling all of its assets, the partnership had only $40,000. The partnership is in a jurisdiction that follows RUPA.How should the $40,000 be distributed?