Inter Pipeline Fund is an Alberta limited partnership formed under the Partnership Act (Alberta) and it consists of limited partners who are members of the public (Class A unitholders), and a general partner, Pipeline Management Inc.
The general partner is required by law to carry on the business of Inter Pipeline and, by law and by contract, assumes unlimited liability in respect thereof.
A limited partner may lose the protection of the limited liability afforded to him by the Partnership Act if a limited partner takes part in the control of the business of the limited partnership. For example, limited partners are not permitted to take part in the administration, management, control or operation of the business of Inter Pipeline, to transact any business on behalf of Inter Pipeline, or make any commitment on behalf of Inter Pipeline. The general partner must assume and does assume these roles in order to preserve the limited liability of the limited partners.
Accordingly, Inter Pipeline, operating through its general partner, Pipeline Management Inc., carries on the business of operating pipeline systems and natural gas liquid extraction plants. As long as individual limited partners take no part in the control of the business of Inter Pipeline, they need not be concerned about loss of limited liability. In all cases, the general partner assumes such unlimited liability.
As a result, many directors and officers of limited partnerships (including Inter Pipeline) refrain from owning limited partnership units.