Background:

• The case arises from a dispute over management agreements between general partners (GPs) and U Developments Inc. (UDEV).
• The appellants argued the agreements were authorized by earlier resolutions; the respondents disagreed.
• At trial, the judge ruled in favor of the respondents, denying the appellants’ claim for fees and dismissing their counterclaim.

Key Issues on Appeal:

1. Unauthorized Management Agreements:

   • The trial judge held that the agreements were unauthorized as they weren’t explicitly mentioned in the limited partnership agreements.
   • The Court of Appeal affirmed, stating no palpable or overriding error was made in the interpretation.

2. Estoppel:

   • Appellants argued that respondents should be estopped from challenging the agreements since they had treated them as valid for years.
   • The court found no estoppel, agreeing with the trial judge that silence or inaction didn’t create such an obligation.

3. Unjust Enrichment & Partnership Default:

   • These claims were not strongly pursued at the appeal, and the court found no merit.

Costs:

• The trial judge’s award of substantial indemnity costs to the respondents was upheld due to the appellants' conduct.
• The respondents were granted $50,000 in costs on a partial indemnity basis.

Disposition:

• The appeal and leave to appeal costs were both dismissed.

This judgment reinforces that courts will defer to trial-level interpretations unless clear errors are shown.