4) Ending

Question 1

affect of rules on LLP

Answer 1

generally the same – LLP is a GP for all purposes except liability

Question 2

power vs right to dissociate

Answer 2

power: always have
right: only have right to dissociate if not wrongful, if you wrongfully dissociate liable for breach (damages caused by dissociating)

Question 3

power to dissociate: when

Answer 3

nonwaivable right of every GP or LP

can be exercised any time

Question 4

power to dissociate: how

Answer 4

give notice to the partnership of express will to withdraw

Question 5

right to dissociate

Answer 5

depends on terms of partnership

if partnership is for a definite term or undertaking, NO rightful dissociating before it’s complete

Question 6

events that cause a partner’s dissociation

Answer 6

1) death
2) bankruptcy
3) appointment of guardian for the partner
4) judicial determination that partner is incapable of performing the duties of partner
5) occurrence of an event specified in the partnership as triggering partner’s dissociation
6) expulsion

Question 7

dissociation by bankruptcy / definite term or undertaking

Answer 7

wrongful –> liable for damages

Question 8

dissociation by expulsion: ways

Answer 8

1) per terms of agreement
2) unanimous vote of other partners
3) judicial determination

Question 9

rules for dissociation of limited partners

Answer 9

very similar – inc. no right to dissociate before term of limited partnership

Question 10

rights of general partners in an limited partnership to dissociate

Answer 10

less – in a general partnership, the GP can dissociate by express will before partnership ends, if it’s at will

but in limited partnership no right to dissociate until end of the LP

Question 11

results of dissociation: what partnership must do

Answer 11

1) wind up business w/in 90 days, OR

2) buy out the interest of the dissociated partner

Question 12

results of dissociation: partner’s rights/duties

Answer 12

1) no more right to manage
2) no more duty of loyalty/care (for future things)
3) ok to compete now
4) still liable for anything that happened before dissn

Question 13

partnership dissolved by court: How

Answer 13

individual partner can file application with court to dissolve

Question 14

partnership dissolved by court: when will court grant

Answer 14

ONE OF THESE:

1) economic purpose of partnership is likely to be unreasonably frustrated, OR
2) carrying on of business in confomrity w the partnership agreement would not be reasonably practicable, OR
3) carrying on of business in partnership w particular partner no longer reasonably practicable bc conduct

Question 15

more ways partnership can dissolve

Answer 15

1) becomes unlawful to carry out business

2) upon occurrence of event specified in partnership agreement

Question 16

ways partnership can dissolve: PARTNERSHIPS AT WILL ONLY

Answer 16

partnership has notice of express will to dissolve (not just dissociation by other means) from 50%+ of the partners within 90 day period

Question 17

ways partnership can dissolve: PARTNERSHIPS FOR A DEFINITE TERM OR PARTICULAR UNDERTAKING only

Answer 17

will dissolve automatically 90 days after wrongful dissociation of a partner (INCLUDING by death or bankruptcy), UNLESS majority of partners agree to continue

2) completion of undertaking or expiration of term
3) unanimous consent of all partners

Question 18

dissolution of limited partnership: last GP or LP leaves

Answer 18

needs both a GP and an LP

if last of either one leaves,
–before 90 days pass MAJORITY (more than half) must conset to continue and admit 1+ replacement partner of the kind needed

Question 19

dissolution of a limited partnership: A GP leaves but not the last one

Answer 19

will dissolve if, w/in 90 days of dissociation, majority CONSENT to dissolution

Question 20

more ways limited partnership can dissolve

Answer 20

1) event specified in partnership agreement
2) all GPs, and majority of LPs, consent
3) court order

Question 21

results of partnership dissolving

Answer 21

continues only to wind up, then terminates

Question 22

who participates in winding up

Answer 22

only GPs who have not dissociated

Question 23

how assets distributed in winding up

Answer 23

1) outside creditors
2) creditors who are also partners
3) return capital contributions to partners
4) allocate profits/losses

Question 24

how assets distributed in winding up: what if it’s not enough?

Answer 24

each partner jointly and severally liable for the whole debt wrt outside world

can seek contributions from each other for shares