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Chapter 39 - Partners' Dissociation and Partnerships' Dissolution and Winding Up
V. ANSWERS TO PROBLEMS AND PROBLEM CASES
1. The court found that Horizon had not acted wrongfully by requesting a judicial dissolution
and that it was proper for the trial court to grant Horizon’s request to dissolve the partnership.
Because the partnership agreement provided grounds for judicial dissolution if the partners
2. Maybe. The court thought the statements were ambiguous and that a factfinder may conclude
that Maufras had the express will to dissociate. The court refused, however, to find that there
was enough evidence of intent to dissociate immediately to grant summary judgment to
3. Because the business had a limited objective, the court found the relationship between Costa
and Borges to be a joint venture, not a partnership. Citing a 1966 Idaho case, the court
concluded that although Idaho partnerships are entities separate from their partners, a joint
4. No. The RUPA does not provide for the payment of profits to a dissociated partner, and the
partners’ agreement in this case did not change that rule. Moreover, while a partner may
5. Yes. The former law partnership partners were liable for the malpractice that occurred after
they left the partnership, because they had done nothing to give notice of their dissociation.
Therefore, the clients who were the victims of the firm’s malpractice could have relied on the
6. As a partner in an LLP, Barnes has liability limited to partnership assets. Once the assets are
exhausted, he cannot be made to pay the remaining amounts of the loans owed to the banks.
39-1
© 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any
manner. This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
Chapter 39 - Partners' Dissociation and Partnerships' Dissolution and Winding Up
7. The court found that the term inventory comprised both unsold developed lots and
condominiums in Phase I and the undeveloped land in Phase II of Albemarle Plantation. The
court looked to the natural and ordinary meaning of the word inventory. Black's Law
8. No. The court affirmed the trial court’s decision not to reduce the liquidation value of the
business by deducting the hypothetical expense of $50,000 that may have been incurred had
9. $21,136.22. The court used a book value, not a market value, approach to value the
partnership interest on the grounds that the new partnership had no goodwill that would result
in it having a market value exceeding book value. Hmm! The court started with the
10. As a partner in an LLP, Seth’s liability is limited to partnership assets (his capital
contribution). His personal assets may not be attacked by Tisch if the partnership’s assets are
39-2
© 2016 by McGraw-Hill Education. This is proprietary material solely for authorized instructor use. Not authorized for sale or distribution in any
manner. This document may not be copied, scanned, duplicated, forwarded, distributed, or posted on a website, in whole or part.
