Uniform Bar Exam (UBE): Multi Subject Review
Questions and Answers Latest Update
General Partnership Liability ANS✔✔ In general partnerships, partners are
jointly and severally liable for obligations of the partnership, i.e., the
partnership, the partners, individually, or both may be liable.
General Partnership Liability: Individual Partner Liability ANS✔✔ The partner,
personally, could become obligated for a loss caused by misrepresentation,
provided the partner was acting in the ordinary course of partnership
business. Note, partnership assets are exhausted before levying on a
judgment debtor partners individual property.
Waiver of Improper Special Meeting Notice ANS✔✔ Proper notice of a special
meeting is waived, if the Director attends the special meeting and votes.
Special Meeting Notice Requirements ANS✔✔ In general, notice of a special
meeting is proper, when given two days in advance of the meeting, and
includes the time, date, and location of the meeting.
Special Meeting "Quorum" Requirements ANS✔✔ A majority of directors is
required for action to be legally taken out a special meeting.
Special Meetings: Was approval/action legally taken? ANS✔✔ If a quorum is
present, when a vote is taken, a majority vote of the directors present is an
act of the board of directors.
, Solution 2024/2025
Pepper
Board of Directors: Remote Attendance ANS✔✔ Directors may appear
telephonically. However, their participation is only valid, if all directors
participating can simultaneously hear each other during the meeting.
Statement of Qualification ANS✔✔ A general partnership can make an
election and become a limited liability partnership - if by either unanimous
vote or a vote equivalent to that necessary to amend the partnership
agreement.
General Partnership Liability: New Partners ANS✔✔ A person admitted to an
existing partnership is not personally liable for any partnership obligations
incurred before the person's admission.
Partnership Liability (in general): Waiver of "Liability Shield" ANS✔✔ A
"liability shield" may be waived if the new partner assumes liability through
modification of the partnership agreement or contractual guarantees.
Limited Liability Partnerships (LLP): Liability ANS✔✔ An obligation incurred
while a partnership is an LLP is solely a partnership obligation. Note: for
claims pre-dating the LLP, partners remain personally liable.
Age Discrimination: Rational Basis Review ANS✔✔ Whether the state has a
legitimate interest that is served by the discriminatory classification and
whether the means use to achieve this legitimate state interest are
rationally related to same. Note: applied with substantial deference to
legislative judgment, i.e., the state almost always wins.
Congressional Powers: Limitations ANS✔✔ Limited by the Constitution, i.e.,
Congress must have a grant of authority to act. Congressional power is
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