4. To general partners in respect of profits.
5. To general partners in respect of capital.
The respondents conceded, at the hearing, that they were not
taking the position that there was any agreement providing otherwise, as contemplated by s. 24.
[ 24] On a plain reading of the LPA, 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. Had it been the
intent of the legislature to accord that right to limited partners,
presumably the LPA would have so provided.
[ 25] Moreover, a limited partner is expressly not in the same
position as a partner in an ordinary partnership. A limited part-
ner enjoys protection from the liabilities of the limited partner-
ship, unlike a partner in an ordinary partnership. In return for
that protection, the limited partner is restricted to the receipt of
two things under the LPA: one is their share of the profits and
the other is the return of their contribution (see LPA, s. 11). A
limited partner has no broader right to participate in the upside
of the limited partnership, just as the limited partner has no
broader obligation to suffer or contribute in the downside. That
conclusion is consistent with the approach set out in Lehndorff
General Partner Ltd. (Re),  O.J. No. 14, 9 B.L.R. (2d) 275
(Gen. Div.), where Farley J. said, at para. 17:
The limited partnership is an investment vehicle for passive investment by
limited partners . . . Limited partners have no liability to the creditors of the
partnership’s business; the limited partners’ financial exposure is limited to
their contribution. The limited partners do not have any “independent” own-
ership rights in the property of the limited partnership. The entitlement of the
limited partners is limited to their contribution plus any profits thereon, after
satisfaction of claims of the creditors.
[ 26] Given the inherent purpose behind the structure of a limited partnership, there was no need to have recourse to s. 44 of
the Partnership Act to resolve the issue presented by this case.
The clear effect of the LPA is to give to the general partner all
rights to any residue that may exist after dissolution. That conclusion is consistent with the broad rights and obligations that
the general partner enjoys. It is consistent with the plain wording
of s. 8 of the LPA, which provides the general partner with all the
rights and obligations of a partner in an ordinary partnership. It
is also consistent with the limited rights and obligations of a limited partner as set out in the LPA. With respect, the contrary conclusion reached by the application judge does not sit comfortably