Who Owns a Québec Partnership?

In Ferme CGR Enr., s.e.n.c. (Syndic de) 2010 QCCA 719, the Québec Court of Appeal decided that it is not necessary to put the partners of a Québec general partnership into bankruptcy when the partnership itself is put into bankruptcy. In doing so, the court initially relied upon authorities interpreting the relevant provisions of the Bankruptcy and Insolvency Act. In addition, the court supported its decision with an analysis of the legal nature of Québec general partnerships and, as a result, modified the ownership structure of partnerships in Québec.

The Québec Court of Appeal decided that the property of a general partnership in Québec constitutes an autonomous patrimony analogous, if not identical, to the "patrimony by appropriation" ("patrimoine d'affectation") characteristic of a Québec trust. Thus, while partners have a share in the partnership, according to the Ferme CGR decision they do not have a proprietary or ownership interest in the assets of the