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Essentials of Business Law and the Legal Environment

Richard A. Mann

Chapter 31

Operation and Dissolution of General Partnerships - all with Video Answers

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Chapter Questions

Problem 1

Albert, Betty, and Carol own and operate the Roy Lumber Company. Each contributed one-third of the capital, and they share equally in the profits and losses. Their partnership agreement provides that two partners must authorize all purchases over $$\$ 2,500$$ in advance and that only Albert is authorized to draw checks. Unknown to Albert or Carol, Betty purchases on the firm's account a $$\$ 5,500$$ diamond bracelet and a $$\$ 5,000$$ forklift and orders $$\$ 5,000$$ worth of logs, all from Doug, who operates a jewelry store and is engaged in various activities connected with the lumber business. Before Betty made these purchases, Albert told Doug that Betty is not the log buyer. Albert refuses to pay Doug for Betty's purchases. Doug calls at the mill to collect, and Albert again refuses to pay him. Doug calls Albert an unprintable name, and Albert then punches Doug in the nose, knocking him out. While Doug is lying unconscious on the ground, an employee of Roy Lumber Company negligently drops a log on Doug's leg, breaking three bones. The firm and the three partners are completely solvent. What are the rights of Doug against Roy Lumber Company, Albert, Betty, and Carol? Explain.

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Problem 2

Paula, Fred, and Stephanie agree that Paula and Fred will form and conduct a partnership business and that Stephanie will become a partner in two years. Stephanie agrees to lend the firm $$\$ 50,000$$ and take 10 percent of the profits in lieu of interest. Without Stephanie's knowledge, Paula and Fred tell Harold that Stephanie is a partner, and Harold, relying on Stephanie's sound financial status, gives the firm credit. The firm later becomes insolvent, and Harold seeks to hold Stephanie liable as a partner. Should Harold succeed? Explain.

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Problem 3

Simmons, Hoffman, and Murray were partners doing business under the firm name of Simmons \& Co. The firm borrowed money from a bank and gave the bank the firm's note for the loan. In addition, each partner guaranteed the note individually. The firm became insolvent, and a receiver was appointed. The bank claims that it has a right to file its claim as a firm debt and that it has a right to participate in the distribution of the assets of the individual partners before partnership creditors receive any payment from such assets.
a. Explain the principle involved in this case.
b. Is the bank correct? Why or why not?

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Problem 4

Anthony and Karen were partners doing business as the Petite Garment Company. Leroy owned a dye plant that did much of the processing for the company. Anthony and Karen decided to offer Leroy an interest in their company, in consideration for which Leroy would contribute his dye plant to the partnership. Leroy accepted the offer and was duly admitted as a partner. At the time he was admitted as a partner. Leroy did not know that the partnership was on the verge of insolvency. About three months after Leroy was admitted to the partnership, a textile firm obtained a judgment against the partnership in the amount of $$\$ 50,000$$. This debt represented an unpaid balance that had existed before Leroy was admitted as a partner.
The textile firm brought an action to subject the partnership property, including the dye plant, to the satisfaction of its judgment. The complaint also requested that in the event the judgment was unsatisfied by sale of the partnership property, Leroy's home be sold and the proceeds applied to the balance of the judgment. Anthony and Karen own nothing but their interest in the partnership property. Explain what the result should be (a) with regard to the dye plant and (b) with regard to Leroy's home.

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Problem 5

Jones and Ray formed a partnership on January 1, known as JR Construction $\mathrm{Co}_0$, to engage in the construction business, each partner owning a one-half interest. On February 10, while conducting partnership business, Jones negligently injured Ware, who brought an action against Jones, Ray, and JR Construction Co. and obtained judgment for $$\$ 250,000$$ against them on March 1. On April 15, Muir joined the partnership by contributing $$\$ 100,000 \mathrm{cash}$$, and by agreement each partner was entitled to a one-third interest. In July, the partners agreed to purchase new construction equipment for the partnership, and Muir was authorized to obtain a loan from XYZ Bank in the partnership name for $$\$ 200,000$$ to finance the purchase. On July 10, Muir signed a $$\$ 200,000$$ note on behalf of the partnership, and the equipment was purchased. In November, the partnership was in financial difficulty, its total assets amounting to $$\$ 50,000$$. The note was in default, with a balance of $$\$ 150,000$$ owing to XYZ Bank. Muir has substantial resources, while Jones and Ray each individually have assets of $$\$ 20,000$$.
What is the extent of Muir's personal liability and the personal liability of Jones and Ray as to (a) the judgment obtained by Ware and (b) the debt owing to XYZ Bank? Explain.

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Problem 6

lauren, Matthew, and Susan form a partnership, Lauren contributing $$\$ 100,000$$, Matthew contributing $$\$ 50,000$$, and Susan contributing her time and skill. Nothing is said regarding the division of profits. The firm later dissolves. No distributions to partners have been made since the partnership was formed. The partnership sells its assets for a loss of $$\$ 90,000$$. After payment of all firm debts, $$\$ 60,000$$ is left. Lauren claims that she is entitled to the entire $$\$ 60,000$$. Matthew contends that the distribution should be $$\$ 40,000$$ to Lauren and $$\$ 20,000$$ to Matthew. Susan claims the $$\$ 60,000$$ should be divided equally among the partners. Who is correct? Explain.

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Problem 7

Adams, a consulting engineer, entered into a partnership with three others for the practice of their profession. The only written partnership agreement is a brief document specifying that Adams is entitled to 55 percent of the profits and the others to 15 percent each. The venture is a total failure. Creditors are pressing for payment, and some have filed suit. The partners cannot agree on a course of action.
Explain how many of the partners must agree to achieve each of the following objectives:
a. To add Jones, also an engineer, as a partner, Jones being willing to contribute a substantial amount of new capital.
b. To sell a vacant lot held in the partnership name, which had been acquired as a future office site for the partnership.
c. To move the partnership's offices to less expensive quarters.
d. To demand a formal accounting.
e. To dissolve the partnership.
f. To agree to submit certain disputed claims to arbitration, which Adams believes will prove less expensive than litigation.
g. To sell all of the partnership's personal property, Adams having what he believes to be a good offer for the property from a newly formed engineering firm.
h. To alter the respective interests of the parties in the profits and losses by decreasing Adams's share to 40 percent and increasing the others' shares accordingly.
i. To assign all the partnership's assets to a bank in trust for the benefit of creditors, hoping to work out satisfactory arrangements without filing for bankruptcy.

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Problem 8

Charles and Jack orally agreed to become partners in a tool and die business. Charles, who had experience in tool and die work, was to operate the business. Jack was to take no active part but was to contribute the entire $$\$ 500,000$$ capitalization. Charles worked ten hours a day at the plant, for which he was paid nothing. Nevertheless, despite Charles's best efforts, the business failed. The $$\$ 500,000$$ capital was depleted, and the partnership owed $$\$ 500,000$$ in debts. Prior to the failure of the partnership business, Jack became personally insolvent; consequently, the creditors of the partnership collected the entire $$\$ 500,000$$ indebtedness from Charles, who was forced to sell his home and farm to satisfy the indebtedness. Jack later regained his financial responsibility, and Charles brought an appropriate action against Jack for (a) one-half of the $$\$ 500,000$$ he had paid to partnership creditors and (b) one-half of $$\$ 80,000$$, the reasonable value of Charles's services during the operation of the partnership. Who will prevail and why?

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Problem 9

Glenn refuses an invitation to become a partner of Dorothy and Cynthia in a retail grocery business. Nevertheless, Dorothy inserts an advertisement in the local newspaper representing Glenn as their partner. Glenn takes no steps to deny the existence of a partnership between them. Ron, who extended credit to the firm, seeks to hold Glenn liable as a partner. Is Glenn liable? Explain.

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Problem 10

Hanover leased a portion of his farm to Brown and Black, doing business as the Colorite Hatchery. Brown went upon the premises to remove certain chicken sheds that he and Black had placed there for hatchery purposes. Thinking that Brown intended to remove certain other sheds, which were Hanover's property, Hanover accosted Brown, who willfully struck Hanover and knocked him down. Brown then ran to the Colorite truck, which he had previously loaded with chicken coops, and drowe back to the hatchery. On the way, he picked up George, who was hitchhiking to the city to look for a job. Brown was driving at seventy miles an hour down the highway. At an open intersection with another highway, Brown in his hurry ran a stop sign, striking another vehicle. The collision caused severe injuries to George. Immediately thereafter, the partnership was dissolved, and Brown was insolvent. Hanover and George each bring separate actions against Black as copartner for the alleged tort committed by Brown against each. What judgments as to each?

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Problem 11

Martin, Mark, and Marvin formed a retail clothing partnership named M Clothiers and conducted a business for many years, buying most of their clothing from Hill, a wholesaler. On January 15, Marvin retired from the business, but Martin and Mark decided to continue it. As part of the retirement agreement, Martin and Mark agreed in writing with Marvin that Marvin would not be responsible for any of the partnership debts, either past or future. On January 15, the partnership published a notice of Marvin's retirement in a newspaper of general circulation where the partnership carried on its business. Before January 15, Hill was a creditor of M Clothiers to the extent of $$\$ 10,000$$, and on January 30 , he extended additional credit of $$\$ 5,000$$. Hill was not advised and did not in fact know of Marvin's retirement and the change of the partnership. On January 30, Ray, a competitor of Hill, extended credit for the first time to M Clothiers in the amount of $$\$ 3,000$$. Ray also was not advised and did not in fact know of Marvin's retirement and the change of the partnership. On February 1, Martin and Mark departed for parts unknown, leaving no partnership assets with which to pay the described debts. What is Marvin's liability if any, (a) to Hill and (b) to Ray?

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Problem 12

Ben, Dan, and Lilli were partners sharing profits in proportions of one-fourth, one-third, and five-twelfths, respectively. Their business failed, and the firm was dissolved. At the time of dissolution, no financial adjustments between the partners were necessary with reference to their respective partners' accounts, but the firm's liabilities to creditors exceeded its assets by $$\$ 24,000$$. Without contributing any amount toward the payment of the liabilities, Dan moved to a destination unknown. Ben and Lilli are financially responsible. How much must each contribute?

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Problem 13

Ames, Bell, and Cole were equal partners in the ABC Construction Company. Their written partnership agreement provided that the partnership would dissolve upon the death of any partner. Cole died on June 30, and his widow, Cora Cole, qualified as executor of his will. Ames and Bell wound up the business of the partnership, and on December 31, they completed the sale of all of the partnership's assets. After paying all partnership debts, they distributed the balance equally among themselves and Mrs, Cole as executor.
Subsequently, Mrs. Cole learned that Ames and Bell had made and withdrawn a net profit of $$\$ 200,000$$ from July 1 to December 31. The profit was made through new contracts using the partnership name and assets. Ames and Bell had concealed such contracts and profit from Mrs. Cole, and she learned about them from other sources. Immediately after acquiring this information, Mrs. Cole made demand upon Ames and Bell for one-third of the profit of $$\$ 200,000$$. They rejected her demand. What are the rights and remedies, if any, of Cora Cole as executor?

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Problem 14

The articles of partnership of the firm of Wilson and Company provide the following:
William Smith to contribute $$\$ 50,000$$; to receive interest thereon at 13 percent per annum and to devote such time as he may be able to give; and to receive 30 percent of the profits.
John jones to contribute $$\$ 50,000$$; to receive interest on same at 13 percent per annum; to give all of his time to the business; and to receive 30 percent of the profits.
Henry Wilson to contribute all of his time to the business and to receive 20 percent of the profits.
James Brown to contribute all of his time to the business and to receive 20 percent of the profits.
There is no provision for sharing losses. After six years of operation, the firm is dissolved and wound up. No distributions to partners have been made since the partnership was formed. The partnership assets are sold for $$\$ 400,000$$ with a loss of $$\$ 198,000$$. Liabilities to creditors total $$\$ 420,000$$. What are the rights and liabilities of the respective parties? Explain.

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Problem 15

Adam, Stanley, and Rosalind formed a partnership in State $X$ to distribute beer and wine. Their agreement provided that the partnership would continue until December 31, 2021. Which of the following events would cause the partnership to dissolve? If so, when would the partnership be dissolved?
a. Rosalind assigns her interest in the partnership to Mary on April 1, 2019.
b. Stanley dies on June 1,2021.
c. Adam withdraws from the partnership on September 15, 2020.
d. A creditor of Stanley obtains a charging order against Stanley's interest on October 9, 2018.
e. In 2019, the legislature of State X enacts a statute making the sale or distribution of alcoholic beverages illegal.
f. Stanley has a formal accounting of partnership affairs on September 19, 2020.

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Problem 16

Phillips and Harris are partners in a used car business. Under their oral partnership, each has an equal voice in the conduct and management of the business. Because of their irregular business hours, the two further agreed that they could use any partnership vehicle as desired. This use includes transportation to and from work, even though the vehicles are for sale at all times. Harris conducted partnership business both at the used car lot and from his home. He was on call by Phillips or customers at his home, and he went back to the lot two or three times after going home. While driving a partnership vehicle home from the used car lot, Harris negligently hit a car driven by Cook, who brought this action against Harris and Phillips individually and as copartners for his injuries. Who is liable? Explain.

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Problem 17

Voeller, the managing partner of the Pay-Out Drive-In Theater, signed a contract to sell to Hodge a small parcel of land belonging to the partnership. Except for the last twenty feet, which were necessary for the theater's driveway, the parcel was not used in theater operations. The agreement stated that it was between Hodge and the partnership, with Voeller signing
for the partnership. Voeller claims that he told Hodge before signing that a plat plan would have to be approved by the other partners before the sale. Hodge denies this and sues for specific performance, claiming that Voeller had actual and apparent authority to bind the partnership. The partners argue that Voeller had no such authority and that Hodge knew this. Who is correct? Explain.

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Problem 18

L. G. and S. L. Patel, husband and wife, owned and operated the City Center Motel in Eurcka. On April 16, Rajeshkumar, the son of L. G. and S. L., formed a partnership with his parents and became owner of 35 percent of the City Center Motel. The partnership agreement required that Rajeshkumar approve any sale of the motel. Record title to the motel was not changed, however, to reflect his interest. On April 21, L. G. and S. L. listed their motel for sale with a real estate broker. On May 2, P. V. and Kirit Patel made an offer on the motel, which L. G. and S. I. accepted. Neither the broker nor the purchasers knew of the son's interest in the motel. When L. G. and S. L. notified Rajeshkumar of their plans, to their surprise, he refused to sell his 35 percent of the motel. On May 4, L. G. and S. L. notified P. V. and Kirit that they wished to withdraw their acceptance. They offered to pay $$\$ 10,000$$ in damages and to give the purchasers a right of first refusal for five years. Rather than accept the offer, on May 29, P. V. and Kirit filed an action for specific performance and incidental damages. L. G., S. L., and Rajeshkumar responded that the contract could not lawfully be enforced. Discuss who will prevail and why.

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Problem 19

Davis and Shipman founded a partnership under the name of Shipman \& Davis Lumber Company. Seven years later, the partnership was dissolved by written agreement. Notice of the dissolution was published in a newspaper of general circulation in Merced County, where the business was conducted. No actual notice of dissolution was given to firms that previously had extended credit to the partnership. By the dissolution agreement, Shipman, who was to continue the business, was to pay all of the partnerships debts. He continued the business as a sole proprietorship for a short time until he formed a successor corporation, Shipman Lumber Servaes Co. After the partnerships dissolution, two firms that previously had done business with the partnership extended credit to Shipman for certain repair work and merchandise. The partnership also had a balance due to Valley Company for prior purchases. Five months later, two checks were drawn by Shipman Lumber Servaes $C_0$. and accepted by Valley as partial payment on this debt. Credit Bureaus of Merced County, as assignee of these three accounts, sued the partnership as well as Shipman and Davis individually. Does the dissolution of the partnership relieve Davis of personal liability for the accounts? Explain.

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Problem 20

In August, Victoria Air Conditioning, Inc. (VAC), entered inte a subcontract for insulation services with Southwest Texas Mechanical Insulation Company (SWT), a partnership composed of Charlie Jupe and Tommy Nabors. In February of the following year, Jupe and Nabors dissolved the partnership, but VAC did not receive notice of the dissolution at that time. Sometime later, insulation was removed from Nabors's premises to Jupe's possession and Jupe continued the insulation project with VAC. From then on, Nabors had no more
involvement with SWT. One month later, Nabors informed VAC's project manager, Von Behrenfeld, that Nabors was no longer associated with SWT, had formed his own insulation company, and was interested in bidding on new jobs. Subsequently, SWT failed to perform the subcontract and Jupe could not be found. VAC brought suit for breach of contract against SWT, Jupe, and Nabors. Nabors claims that several letters and change orders introduced by both parties show that VAC knew of the dissolution and impliedly agreed to discharge Nabors from liability. These documents indicated that VAC had dealt with Jupe but not with Nabors, after the dissolution. VAC denies that the course of dealings between VAC and Jupe was the type from which an agreement to discharge Nabors could be inferred. Who is correct? Explain.

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Problem 21

Horizon is a large, publicly traded provider of both nursing homes and management for nursing homes. It wanted to expand into Osceola County, Florida. Southern Oaks was already operating in Osceola County; it owned the Southern Oaks Health Care Center and had a Certificate of Need issued by the Florida Agency for Health Care Administration for a new one-hundred-and-twenty-bed facility in Kissimmee. Horizon and Southern Oaks decided to form a partnership to own the proposed Kissimmee facility, which was ultimately named Royal Oaks, and agreed that Horizon would manage both the Southern Oaks facility and the new Royal Oaks facility. To that end, Southern Oaks and Horizon entered into twenty-year partnership and management contracts. The partnership agreements provided that "irreconcilable differences" was a permissible reason for dissolving the partnership. Three years later, Southern Oaks filed suit, alleging that Horizon breached its obligations under two different partnership agreements and that Horizon had breached the various management contracts. The court ordered that the partnerships be dissolved, finding that the partners were incapable of continuing to operate in business together. Explain whether Southern Oaks is entitled to receive a damage award for the loss of the partnerships' remaining seventeen years' worth of future profits.

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