A wholly-owned subsidiary of the taxpayer was wound-up into the taxpayer, as a result of which the taxpayer became the assignee of the subsidiary's 99.99% limited partnership interest in a resource partnership together with the shares of the general partner holding a 0.01% general partnership interest. On the following day, the general partner corporation was dissolved and all the Canadian resource properties of the former partnership were conveyed to the taxpayer.
The Trial Judge apparently had found that because the taxpayer had not become a substitute limited partner in the partnership but instead had the status only of an assignee of a limited partnership interest, the partnership dissolved at the time of the assignment of limited partnership interest to the taxpayer. Rothstein J.A. found that, under s. 98(1)(a), the partnership was deemed not to have ceased to exist until a transfer of legal title to the property of the partnership to the taxpayer, rather than at the time the taxpayer had an equitable right to the receipt of such property. Accordingly, the partnership did not cease to exist until the time of distribution.