The applicant general partner sought a declaration that a third‑party offer to purchase limited partnership units was not bona fide and was a sham designed to trigger right‑of‑first‑refusal provisions in a partnership agreement.
The applicant argued the offer was structured to allow a particular limited partner to obtain sufficient units to gain a veto over extraordinary resolutions requiring 75% approval.
The court considered the legal test for bona fide offers in the context of rights of first refusal, including whether the offer was made in good faith, genuine, and not a sham.
The court held that the offer was a legitimate third‑party offer at a reasonable price and that the evidence did not establish an absence of bona fides.
The application for a declaration was dismissed.
