In December 1991 the taxpayers (who were Canadian residents) acquired most of the partnership interests in a partnership ("Klink") that had been formed approximately 12 years earlier and whose principal asset, in December 1991, was an IBM mainframe computer which originally had cost U.S.$3.7 million but which had a current fair market value of $5,000. Klink then transferred the computer to a recently-formed British Columbia limited partnership in consideration for a partnership interest therein.
In finding that Klink continued to subsist as a partnership at the close of 1991, Noël J.A. noted that in determining this question, in the context of transactions where the predominant motivation was obtaining the benefit of tax losses, it was necessary to determine whether the taxpayers had the ancillary intention to carry on business with a view to profit despite their tax motivation, and that here (p. 7176):
"The putative partners did hold themselves out to others as providers of services derived from their interest in the computer; the partnership through its agents expended time, attention and labour on the project, and they incurred liabilities to other persons in respect of it. They also retained ownership of the asset which gave rise to the loss and continued to exploit it in the same business for a brief time, and thereafter in an attempt to exploit it in other markets ... ."