Executive Summary: Key Legal and Evidentiary Issues

• Limited partnership validity hinges on whether the certificate of limited partnership was filed before the partnership terminated under Alberta's Partnership Act.

• Unjust enrichment claims fail where a contractual agreement already governs the parties' relationship, providing a juristic reason for the enrichment.

• A limited partner's interest in a limited partnership constitutes personal property, not an interest in real property capable of supporting a caveat.

• Caveats claiming beneficial ownership were incongruent with the constructive trust remedy actually sought by the investors.

• Allowing some limited partners to recover through caveats would unfairly leapfrog creditors and disadvantage other limited partners who did not file caveats.

• The L.P. Agreement's severability clause preserved contractual obligations despite the partnership's invalid formation.

Background of the dispute

In 2019, Concord Altitude Inc. purchased a parcel of land in Alberta for the purpose of developing a condominium project. Stan Wong, the sole director and shareholder of Concord, solicited contributions from investors for the project. Five investors—Alva Fleur Elcano, Magdalena Naboye, Nerissa Garcia Aragon, Marilee Cabarron, and Mark Villanueva—invested a total of $170,000.00. The five investors put forward considerable evidence regarding the promises that Stan Wong made to them and how he took advantage of them. They executed a written agreement called the Altitude Limited Partnership Agreement under which Concord was the general partner and the five investors were limited partners.

The project's failure and foreclosure proceedings

Little to no work was done to advance the condominium project. Although development permits were obtained and units sold, ground was never broken. Staheli Construction Co Ltd commenced foreclosure proceedings against the lands on March 12, 2024. On October 22, 2024, the Court granted an Order Approving Sale and Vesting Title to the lands in favour of a third-party purchaser. On the same date, the five investors submitted caveats to the Land Titles Office to be registered against the lands, claiming an interest as "beneficial owner pursuant to an agreement for sale or to an assignment of an agreement for sale." The five investors did not have legal counsel at this time. The caveats were registered on December 6, 2024. The certificate of limited partnership was not filed at Corporate Registry until August 14, 2025—after the lands had already been sold through foreclosure.

The competing applications before the Court

Concord applied for an order that the Remaining Funds be paid to it. The five investors cross-applied for an order that their caveats were validly registered and that the Remaining Funds are subject to a constructive trust in their favour, to the extent of their investment. The legal issues for consideration were: (1) whether the five investors have a claim for unjust enrichment against Concord; (2) if so, whether the remedy of a constructive trust is available to them; and (3) if there is a constructive trust, whether it gives the five investors an interest in the lands capable of supporting their caveats.

The Court's analysis of the limited partnership's status

The Court agreed with the investors that: (1) a limited partnership is a creature of statute; (2) the Altitude Limited Partnership was not a limited partnership under the Partnership Act until the Certificate of Limited Partnership was registered on August 14, 2025; and (3) at the time of registration, the business of the Altitude Limited Partnership was impossible to carry out since the lands for the condominium project had been sold in the foreclosure proceeding. However, the Court held that regardless of the classification or categorization of the Altitude Limited Partnership, there is still a contractual agreement among the five investors and Concord. The L.P. Agreement contained a severability clause at section 12.11 and specifically provided that where the condominium project "did not proceed for any reason, any subscription proceeds received from a Limited Partner shall be refunded to the Limited Partner without interest, with the deduction of all appropriate business expenses incurred in relation to the Limited Partner's subscription."

Rejection of the unjust enrichment claim

The Court determined that there is a juristic reason why the five investors should not be entitled to the equitable remedy of unjust enrichment. Their remedy is an in personam claim in contract pursuant to the L.P. Agreement between the parties. The existence of a contract between the parties is an "established" category of juristic reasons, citing Moore v Sweet, 2018 SCC 52. The Court further noted that under subsection 55(2) of the Partnership Act, a limited partner's interest in the limited partnership is personal property. The Court also noted the incongruity between the interest in land claimed in the caveats (beneficial owner pursuant to an agreement for sale) and the interest in land being asserted in the application (remedy of a constructive trust for unjust enrichment).

The ruling and outcome

Applications Judge B.W. Summers granted Concord's application and dismissed the five investors' cross-application. The Remaining Funds shall be paid to Concord, for the benefit of Concord's creditors. However, the Court indicated willingness to consider an order that the balance of the Remaining Funds, after payment of Concord's creditors, be held in trust, recognizing the contractual claim of the five investors (and potentially other limited partners) against Concord. Unless the parties wish to make an argument otherwise, costs were to be granted to Concord on a party and party basis. The matter was heard on September 12, 2025, and the decision was dated January 13, 2026. The exact amount available to the investors cannot be determined as it depends on whether Concord's creditors' claims exhaust the Remaining Funds. The exact amount of costs is not specified in the decision.