“Is the whole group a partnership, and can we dissolve it?”
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In the 1950s 3 brothers started a business which became successful. It was run as a group of Cos and trusts that grew in value and complexity.
The group was run informally by the 3 brothers (and later their kids) and structured pursuant to tax advice: [20] 
In 2018 P sued seeking to divide the business into 3 equal parts; each part passing to each brother’s family or estate.
The Court accepted the relationships broke down for “unclear and complicated” reasons including issues with a parcel of land allegedly owned by P and issues with the new generation running the group: [41] - [50], [126], [154]
P said the group was operated by an “overarching” partnership; saying the group had many of the attributes of a partnership (run by 3 bros, profit share etc.): [82], [101]
However, the group’s underlying assets were held on trust. A partnership can be a beneficiary of a trust, but not a legal owner of assets held on trust: [95]
Fatal to P’s claim: if a receiver was appointed to the “partnership” what could that receiver do about the assets held on trust? Nothing outside of the trust deeds’ bounds: [97]
P alleged parts of the group was a “sub-partnership” between the brothers’ spouses. However, the spouses were trustees, not partners: [98], [99]
The group was found to be an “overarching” partnership: [101]
P then said the group should be wound up on the just and equitable grounds: [103]
In 2017 one brother died, his child then representing his interests. Negotiations to divide the group were conducted and failed. This litigation was commenced. Together this showed the group could not return to its state when run by all 3 brothers: [115]
However the appropriate question re s461 is whether *each company* (many of which were trustees) should be wound up. Ps did not make submissions on each company: [119]
No suggestion was made that each Tee company was failing in its obligations with no suggestions trust assets were in jeopardy: [120], [121], [132]
In the absence of this evidence and submissions, it was not for the Court to try to find a basis for a s461 order: [124]
P sought the dissolution of the trusts in the group, but the only basis for that would be bringing forward each one’s vesting date. In the absence of hearing from the beneficiaries the falling out between the brothers was not a basis for the Court to direct the trustees to so exercise their powers: [139]
P was not itself a party to the partnerships in the group and so could not dissolve them: [146]
The Court considered its conclusions “could not be regarded as a satisfactory resolution of the case”: [154]
The Court found that the brothers, having chosen this structure in large part for tax effectiveness, must now live with the consequences and sought submissions on next steps: [155], [158]

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