问题 问答题

2003年4月,张、刘、李、赵决定投资设立合伙企业,并签订了书面协议。张以现金和机器设备进行投资,共投资20万元。刘以厂房进行投资,折价15万元。李出资10万元现金。经3人协商同意赵以劳务出资折价为 5万元。合伙协议中规定,张、刘、李、赵按照4:3:2:1的比例分配利润和承担风险。合伙协议中规定,张、刘执行合伙企业事务,对外代表合伙企业,其他两人不执行合伙企业事务,但签订购销合同超过20万元的应经其他合伙人同意。合伙企业发生以下业务:
(1)2003年6月,张、刘两人协商与甲公司签订了一份价值25万元的购销合同,李、赵知道后,认为该合同风险大,因此,不同意,同时向甲公司表示该合同为无效。
(2)2003年8月,张决定将部分投资转让给李,并将其决定通知其他投资人,转让后分配利润和承担风险比例为3:3:3:1,张未经其他3人同意,以合伙企业名义为合伙企业外的其他人提供担保。
(3)2003年9月,赵提出退伙,其他3人考虑到赵的退伙不会造成不利影响,均表示同意。10月份赵退伙。同月,陈表示愿意入伙,陈出资8万元,代替赵的份额。在赵退伙前已经发生30万元的银行贷款,并告知陈。
(4)2003年11月,由于业务繁忙,张与刘决定聘任一名经营管理人员,为其分担管理任务。6月份与甲签订的买卖合同到期,无法支付货款 25万元。甲公司向人民法院提起诉讼,人民法院判决甲公司胜诉。张、刘以个人财产15万元偿还债务,以合伙企业财产偿还了10万元。
(5)2003年12月,公司经营严重亏损,无力偿还到期债务30万元,债权人向法院提起诉讼。法院在审理中发现合伙企业财产共25万元。
要求:

张、刘签订的买卖合同是否有效为什么

答案

参考答案:合伙人执行合伙事务的权利和对外代表合伙企业的权利,都会受到一定的内部限制。《合伙企业法》规定,合伙企业对合伙人执行合伙企业事务以及对外代表合伙企业权利的限制,不得对抗不知情的善意第三人。因此。张、刘签订的买卖合同是有效的。

阅读理解

阅读理解。

     I was giving the class when her giggling drew my attention. Walking over to the young troublemaker, I

asked for the note in her hands.

     It was a hand-drawn picture of me, teeth blackened, nostrils (鼻孔) upwards, and the words "I'm stupid"

coming out of my mouth. I managed to fold up the picture calmly and continue the class. My mind, however,

was working angrily. I knew the two most likely suspects for drawing the picture. Maybe it was high time

that I taught them a lesson!

     Somehow, in the very moment of real hurt and anger, I asked myself very softly, "How can I ever bring

good out of this?"

     When there were about six minutes left of the class, I showed the kids the picture. The whole class was

silent. I told them there must be a reason behind such a picture and that now was their chance to tell me the

reason. Then I let them write silently while I stood sadly in the back of the classroom.

     Most of them either blamed the artist or felt sorry. But two notes, from the girls I figured were behind the

picture, had a list of issues. I was too mean and too strict. Reading those notes, I realized that where I thought

I was driving them to success I was actually driving them away. I had some apologizing to do.

     When the kids walked into my classroom the next day, one boy and one girl each handed me a card. The

one signed by all the boys expressed sincere regret for the ugly joke. The one from the girls asked for

forgiveness. I was extremely surprised and more than a little shameful. I had my little speech all ready to give

to the kids, but they did it before me.

1. What caused the girl to giggle?

A. The funny look of the teacher.

B. The teacher's interesting lecture.

C. The funny picture about the teacher.

D. The short story written on the note.

2. Why did the teacher give up punishing the students who drew the picture?

A. Because she didn't want to stop in the middle of the class.

B. Because she didn't exactly know who drew it.

C. because she didn't think it would do any good.

D. Because the students' apology removed her anger.

3. The main reason for the students' complaints was that the teacher _____.

A. was too strict with them

B. didn't five interesting lessons

C. didn't treat them equally

D. was not kind to them

4. What does the passage mainly tell us?

A. Forgiving others is actually helping yourself.

B. It is not right to push students too hard.

C. Teachers should get along well with students

D. Teachers should respect students' choices

选择题