Feb ’15

Question 1

To create a limited partnership, the partners must…

Answer 1

…file a certificate of limited partnership with the SCC and pay the required filing fee. Must include registered agent and office, names and addresses of all general partners, and location of principal office.

Must be at least one general and one limited partner.

Question 2

How to dissolve a partnership

Answer 2

Donna’s letter to Alice constituted a dissociation by express will, and because the partnership was at will, Donna’s dissociation by express will triggered a dissolution of the partnership.

Upon dissolution, the partnership does not immediately terminate. Rather the partnership enters a winding up phase. During winding up, a partnership is bound by partner’s act if that act is appropriate for winding up the partnership business.

Although dissociated partners can have lingering liability after their dissociation, there is no such liability when the partnership dissolves.

Question 3

Where a condition of the contract is not satisfied…

Answer 3

…performance is excused.

Question 4

A party may be estopped from using the statute of frauds to escape liability for a contract where

Answer 4

…the party accepted consideration under the agreement.

Question 5

Terms of a contract must be…

Answer 5

…definite and certain enough for a court to enforce (quantity, time for performance, price, etc.)

UCC contracts: missing terms, including price, are okay if parties clearly intended to make a contract and there is a reasonably certain basis for filling in the terms.

Question 6

if a party against whom a request for admission…

Answer 6

…does not respond within 21 days after service of the request with a denial, the matter is taken as admitted, it’s a conclusively established admission unless the court permits withdrawal or amendment of the admission.

Question 7

A debtor whose collateral has been repossessed may redeem it only by…

Answer 7

…tendering the entire balance due on the loan plus expenses of repossession.

Question 8

On a motion to dismiss, a federal court may consider an unsworn declaration if…

Answer 8

…”I declare (or certify, verify, or state) under penalty of perjury that the foregoing is true and correct. Executed on (date). (Signature)”.

Question 9

The proponent of a will is entitled to a…

Answer 9

…presumption that testamentary capacity existed by proving compliance with all statutory requirements for the valid execution of the will. Once the presumption exists, the contestant then bears the burden of going forward with evidence to overcome this presumption, although the burden of persuasion remains with the proponent.