UNIT 2 LAW 307 HOMEWORK

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Jan 9, 2024

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UPA DEFAULT PROVISIONS UPA Default Provisions Beverly Baxter Post University LAW307 Business Organizations & Practice Professor: Misenti Assignment Due Date: September 11, 2022

UPA DEFAULT PROVISIONS “The implementation of the UPA operates as a statute, which is a rule passed by legislators as opposed to government agencies. The Uniform Partnership Act was created in 1914 by the National Conference Commissioners on Uniform State Laws (NCCUSL).” “The Uniform Partnership Act (UPA) provides governance for business partnerships in several U.S. States. The UPA also offers regulations governing the dissolution of a partnership when a partner dissociates over the years, several amendments have been added to the Uniform Partnership Act (UPA). The revised act and revisions are sometimes referred to as the Revised Uniform Partnership Act (RUPA).” Sharing of profits and losses among partners under both model laws. The partners share the profits and losses of the partnership equally, regardless of each partner’s capital contribution to the partnership. One partner can receive more of the profits if he/she provides more capital than the other partner. If contributions are provided equally among the partners, then the profits are divided equally. Furthermore, partners can encounter issues with the IRS if there is no economic effect on the profit and loss allocations. The IRS can then administer the profits and losses by each partner’s ownership within the partnership. The default provisions by way of a partnership agreement have the general partnership agreement, oral, and written. Each one has its stance and there is certain information I would change within each one. First, I will start with the general partnership agreement. A general partnership agreement states, “Partnerships are formed by agreement between the partners. While it is possible to form a partnership by oral agreement, in almost all circumstances a written partnership agreement setting forth the agreement of the partners is recommended.” There isn’t much to change from the general partnership as it speaks more on the oral and written partnership which is where some change will come from.

UPA DEFAULT PROVISIONS Next, we will look at the oral partnership which states, “Although the partnership agreement is fundamental to the partnership, the agreement may be oral, or a partnership may exist with no express agreement between the parties whatsoever, so long as all the elements of a partnership are present. Although an oral partnership agreement may be legal and binding, it is inadvisable, because it is difficult to prove the terms of an oral partnership agreement—or even that a partnership exists—when there is no written agreement. Attorneys almost always advise their clients to put their agreement into a formal, written contract to avoid future disputes.” One part I would change about this agreement is the partnership existing with no express agreement between the parties if there are elements of the partnership present. There is not much of a valid standing knowing from the last agreement a written one is more valuable and it’s difficult to prove its term and it’s not inadvisable even though it’s legal and binding shows that it’s not an agreement to partake in. Anyone can say anything oral wise and if it so happens that you and that individual end up in a court proceeding then it’s your word against theirs. Lastly, since a written partnership seems like the safest agreement, we will overlook this. Anything written holds a lot more value than something oral. Knowing a written agreement sets the terms in place for the partnership and enforced as such leave more people comfortable with a written partnership agreement. However, knowing the contract is an agreement among the partners and subject to contract law, “ Contract law is an area of United States law that involves agreements between people, businesses, and groups. When someone does not follow an agreement, it is called a "breach of contract" and contract laws allow you to take the problem to court.” Also, knowing it’s considered the Law of Partnership, “Each partner shares directly in the organization's profits and shares control of the business operation. The consequence of this profit

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UPA DEFAULT PROVISIONS sharing is that partners are jointly and severally liable for the partnership's debts .” This leads me to want to make changes within the law of partnership. I understand it’s an agreement, but another partner who is doing the right thing should not be held liable for the other partner that’s not doing his/her part. I would have a different contract stating they are both liable for issues about their business yes. However, negligence on the hand of a partner should not fall on the other partner for say.

UPA DEFAULT PROVISIONS Reference Kenton, W. (2022, August 31). Uniform Partnership Act (UPA) . Https://www.investopedia.com/. https://www.investopedia.com/terms/u/uniform-partnership-act-upa.asp Schneeman, A. (2013). Law of Corporations and other business organizations (6 th ed). Boston, MA: Cengage Learning, P.83-84 https://ambassadored.vitalsource.com/reader/books/9781285401768/pageid/122 Schneeman, A. (2013). Law of Corporations and other business organizations (6 th ed). Boston, MA: Cengage Learning, P.84 https://ambassadored.vitalsource.com/reader/books/9781285401768/pageid/123 FindLaw. (n.d.). Contract Law . Https://www.findlaw.com/. Retrieved September 9, 2022, from https://www.findlaw.com/smallbusiness/business-contracts-forms/contract- law.html#:~:text=Contract%20law%20is%20an%20area,take%20the%20problem%20to %20court . Legal Information Institute. (n.d.). Partnership . Https://www.law.cornell.edu/. Retrieved September 9, 2022, from https://www.law.cornell.edu/wex/partnership#:~:text=Each%20partner %20shares%20directly%20in,liable%20for%20the%20partnership's%20debts .

UNIT 2 LAW 307 HOMEWORK

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