The applicant sought declarations regarding the interpretation of a limited partnership agreement governing a large residential land development project.
The dispute concerned whether partnership decisions required consensus between the two limited partners or could be determined by weighted voting based on ownership interests, and whether a subsequent agreement requiring equal allocation of residential building lots was enforceable.
The court held that the partnership agreement clearly permitted ordinary resolutions to be decided by a majority of votes weighted by ownership shares, giving the majority partner decision‑making authority.
However, the court also found that the later agreement requiring a 50‑50 division of residential building lots between the partners was valid and binding.
The court concluded that both agreements could operate together: decision‑making authority followed the ownership weighting while lot allocation remained equal under the later agreement.