The taxpayer and his spouse engaged in spread transactions under which the taxpayer would purchase a convertible security and short sell the common shares into which the security was convertible, and then later in the year realize upon whichever leg had sustained a loss, with his spouse establishing a long or short position similar to that which the taxpayer had closed out.
In finding that the taxpayer and his spouse were engaged in the spread transactions in partnership, Rothstein J.A. noted that "business" was broadly defined in the Partnerships Act (Ontario), that he was not aware of any authority for the proposition that an adventure in the nature of trade cannot be a business for purposes of the Partnerships Act, that the partnership commenced at the time the brokerage accounts were opened and cross-guarantees were signed by the spouses, that the declared intention of the parties that there is no partnership relationship will carry little or no weight, and that their convertible hedge strategy was marketed to them as a "win-win" strategy under which they could profit from the spread, dividends and interest income while at the same time achieving deductible losses for tax purposes.