The taxpayer and her son transferred real estate on a rollover basis to a partnership in consideration for Class A units of the partnership having a redemption value, subject to a price adjustment clause, of approximately $1.25 million for each of them. Several days later, the partnership issued Class C units to a family trust for consideration of $100. In the following taxation year, the partnership earned approximately $343,000, of which approximately $127,000 was allocated to the family trust in respect of the Class C units.
McArthur, J. stated (at para. 58) that:
"To the extent an estate freeze can be effected through a corporate vehicle, if the same economics can be replicated through a partnership, ... an estate freeze could be effected through a partnership."
However, he went on to find that the above transaction did not replicate an acceptable estate freeze transaction as the Class A units were not retractable by their holders and were required to fund ongoing cash requirements in respect of the partnership properties. Furthermore, it was patently unreasonable for the family trust to receive a 126,721% return on its nominal capital investment given that the trust did not make any contribution of services or (more than nominal) capital to the partnership.