Background:

• The appellants (Greg, Glen, Anne, John, and Gary Anthony, and 2309138 Ontario Inc.) are limited partners in Binscarth Holdings L.P., a partnership created in 2011 by their parents.
• The general partner, Binscarth Holdings GP Inc., is controlled by their brother, Grant Anthony, who is also the sole trustee of the Anthony Control Trust.
• The appellants sought a declaration that they are entitled to 100% of their proportionate share of the partnership’s net income annually as a cash distribution, retroactive to January 1, 2016.
• The application judge dismissed their claim, leading to this appeal.

Key Legal Issues & Rulings:

1. Interpretation of Section 11(1) of the Limited Partnerships Act

   • The appellants argued this section mandates annual distribution of profits.
   • The Court ruled that it grants limited partners a right to a share of profits but does not impose an obligation to pay those profits annually.

2. Discretionary Distributions Under the Partnership Agreement

   • Clause 8.1(a) of the LPA gives the general partner sole discretion over distributions.
   • The Court upheld this provision, noting the appellants had independent legal advice before signing.

3. Application of the Accumulations Act

   • The Court found it inapplicable, as it governs trusts, not commercial partnerships.

Conclusion:

• The appeal was dismissed.
• Costs of $30,000 were awarded to the respondents.