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Shih was the manager of Thai Bistro, a restaurant specializing in Southeast Asian foods. Shih opened a bank account in Thai Bistro's name, signing the account signature card as "owner." Umeko, who was often at Thai Bistro and had free access to its office, told others that she was "an owner" and "a partner." She also opened a bank account in Thai Bistro's name, and signed the account signature card as "owner." Shih told Vijay, the owner of Wong Noodles Inc., that Umeko was a member of a partnership that owned Thai Bistro. On this basis, Wong Noodles delivered its goods to Thai Bistro on credit. In fact, Thai Bistro was owned by a corporation. When the unpaid account totaled more than $10,000, Wong Noodles filed a suit against Umeko to collect. On what basis might Umeko be liable for the debt?

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The theory under which Umeko would most ...

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Dain is a limited partner in Eco Baits, a pest control service organized as a limited partnership, which cannot pay its debts. Dain is liable for the debts


A) in proportion to the number of partners in the firm.
B) to no extent.
C) to the extent of his capital contribution to the firm.
D) to the full extent.

E) A) and C)
F) A) and B)

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A court can order the dissolution of a partnership if the business can only be operated at a loss.

A) True
B) False

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A partner can put his or her self-interest before the interest of the partnership without violating any fiduciary duty owed to the firm.

A) True
B) False

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Sol and Thom agree to form a partnership to sell real property. To be enforceable under the Statute of Frauds, their agreement must be


A) filed in the appropriate state office.
B) in writing.
C) signed by a witness.
D) all of the choices.

E) A) and B)
F) All of the above

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Brent and Char are limited partners in Dental Center, a limited partnership. In terms of the firm's books and information regarding partnership business, Brent and Char are entitled to


A) access in proportion to their participation in management of the firm.
B) access to the parts that directly relate to their capital contributions.
C) no access.
D) complete access.

E) B) and C)
F) A) and B)

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One of the essential elements of a partnership is an equal right to be involved in the management of the business.

A) True
B) False

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Blake is one of three partners in Commercial Custodial. With respect to Blake's interest in the firm, when she dies, her heirs are most likely entitled to


A) nothing.
B) a payout of her capital contribution without more.
C) the buyout price paid by the firm for the interest.
D) one-third of the value of the interest.

E) B) and D)
F) A) and C)

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In most states, in a dispute on a partnership matter, a third party cannot sue an individual partner but must file an action against the entire firm.

A) True
B) False

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In a limited partnership, a general partner assumes no liability for partnership debts beyond the amount of capital contributed.

A) True
B) False

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A partner always has the power to dissociate from the partnership.

A) True
B) False

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At the option of the partners, a partnership can be a pass-through entity or a taxpaying entity.

A) True
B) False

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A limited partner can force the dissolution of a limited partnership even if the other partners want to continue the business.

A) True
B) False

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Deb and Eve are partners in Foundations, a construction outfit. Deb manages the business. For this service, unless the partnership agreement states otherwise, she is entitled to pay in proportion to her


A) effect on the business.
B) effort.
C) capital contribution.
D) none of the choices.

E) A) and B)
F) All of the above

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When there is no formal, written partnership agreement, an agreement to form a partnership is unenforceable .

A) True
B) False

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A partner who withdraws from a partnership for a term before its expiration date can be held liable for any resulting losses.

A) True
B) False

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Rosa is a partner in Sugar & Spice, a partnership consisting of the owners of a bakery. Sugar & Spice incurs debt for new ovens. With respect to this debt, Rosa is


A) not liable.
B) only liable to the amount of her capital contribution.
C) only liable in proportion to the number of partners in the firm.
D) personally liable to the full extent.

E) A) and B)
F) A) and C)

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Amber owns and operates Bistro Café in space leased in a building owned by Ciera. The lease requires a base rent of $1,500, plus 10 percent of Bistro's profits, each month. The term is two years. Amber and Ciera are


A) not partners, because Ciera does not have an ownership interest or management rights in Bistro.
B) not partners, because the lease includes "base rent."
C) not partners, because the rent includes only 10 percent of the profits.
D) partners in a partnership for two years.

E) B) and D)
F) B) and C)

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Among three partners, unless they agree otherwise, unanimous consent is required to manage the business of the partnership.

A) True
B) False

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A partner always has the right to dissociate from the partnership.

A) True
B) False

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