In the result, I am satisfied that the combined force of the
errors made at trial and the admission of the fresh evidence
demonstrate a miscarriage of justice within s. 686( 1)(a)( iii) of the
Criminal Code. I would allow the appeal, set aside the convictions
and order a new trial on all counts contained in the information.
Application and appeal allowed.
Canadian Home Publishers Inc., in its Capacity as the
General Partner of Canadian Home Publishers v.
Parker et al., in their Capacity as Estate Trustees of the
Estate of Colville-Reeves
[Indexed as: Canadian Home Publishers (General Partner of)
v. Colville-Reeves Estate]
2019 ONCA 314
Court of Appeal for Ontario, K.N. Feldman, Pepall and Nordheimer JJ.A.
April 24, 2019
Partnership — Limited partnership — Limited partnership dissolved
upon death of limited partner — Application judge erring in finding that
limited partner’s estate was entitled to share equally in residual assets
of partnership — Limited Partnerships Act not giving limited partner
right to participate in residual value of partnership on dissolution —
Application judge erring in importing residual distribution provision in
s. 44 of Partnerships Act into Limited Partnerships Act — Partnerships
Act, R.S.O. 1990, c. P. 5, s. 44 — Limited Partnerships Act, R.S.O. 1990,
c. L. 16.
C was the sole limited partner in Canadian Home Publishers, and his wife’s
corporation CHP Inc. was the sole general partner. On an application by CHP Inc.
after C’s death, the application judge found that the limited partnership was dissolved upon C’s death and that C’s estate was entitled to a 50 per cent share in the
value of the residual assets of the partnership. CHP Inc. appealed the latter finding.
Held, the appeal should be allowed.
The application judge erred in finding that the residual assets were to be divided
equally between the limited partner and the general partner. On a plain reading of
the Limited Partnerships Act, a limited partner has very strict and defined rights
and obligations. Those defined rights and obligations do not include the right to
participate in the residual value of the partnership on dissolution. A limited partner enjoys protection from the liabilities of the limited partnership, and in return
for that protection, is restricted to the receipt of two things under the Limited
Partnerships Act: their share of the profits, and the return of their contribution.
The application judge erred in importing into the Limited Partnerships Act the
residual distribution provision in s. 44 of the Partnerships Act.