Most provisions in the UPA are default provisions. If partners don't agree on a particular matter, the UPA provides a default rule that will determine the outcome. Ideally, partners will use a partnership agreement, i.e., a contract among the owners that controls the outcome on everything. However, many partners don't use a partnership agreement. Further, sometimes a partnership agreement is silent on a particular issue. In these situations, the default provisions in the UPA, as enacted in the state, will govern the outcome. Thus, it's important to be familiar with the default provisions.

Find and describe UPA default provisions on sharing profits and losses and voting in the general partnership. How would you change these default provisions by way of a p