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Question 1: Which of the following is a correct statement concerning a partner’s power to bind the partnership? • A partner has no authority to bind the partnership after dissolution. • A partner cannot bind the partnership based upon apparent authority when the other party to the contract knows that the partner lacks actual authority. • A partner has no authority in carrying on the regular business of the partnership to convey real property held in the partnership name. • A partner, acting outside the scope of the partner’s apparent authority, but with the express authority to act, cannot bind the partnership unless the third party knows of the express authority. The correct answer is: B. This answer is correct because when the third party knows that the partner with whom he deals lacks actual authority, there can be no apparent authority.

With such knowledge, the third party can no longer reasonably believe that the partner has authority to represent the partnership. Question 2: Cobb, Inc., a partner in TLC Partnership, assigns its partnership interest to Bean, who is not made a partner. After the assignment, Bean asserts the rights to • Participate in the management of TLC • Cobb’s share of TLC’s partnership profits. Bean is correct as to which of these rights? • I and II • Neither I nor II. The correct answer is: B.

A partnership is like a marriage, in that partners do not have to be partners with anyone unless they want to be. A new partner cannot be added to a partnership without the unanimous consent of the existing partners. Unless someone getting an assignment is made a partner, (s)he will not have any management rights. The right to a share of profits, however, may be assigned. It is the only thing that is owned by each individual partner, and not collectively.

Bean may receive Cobb’s share of the partnership profits. Campbell And Reece Eighth Edition Bravo. Question 3: Holly Corp. Engage Yost & Co., CPAs, to audit the financial statements to be included in a registration statement Holly is required to file under the provisions of the Securities Act of 1933.

Yost failed to exercise due diligence and did not discover the omission of a fact material to the statements. A purchaser of Holly’s securities may recover from Yost under Section 11 of the Securities Act of 1933 only if the purchaser • Brings a civil action within one year of the discovery of the omission and within three years of the offering date. • Proves that the registration statement was relied on to make the purchase. • Proves that Yost was negligent. • Establishes privity of contract with Yost. The correct answer is: A.

These are the relevant time limits. A plaintiff may not bring a claim forever, but must act within these time restraints. Question 5: When do title and risk of loss for conforming goods pass to the buyer under a shipment contract covered by the Sales Article of the UCC?