4. Two real estate companies (the parties) jointly buy the land and buildings that constitute a shopping centre. The parties have separately financed their share of the shopping centre business and acquisition. They set up a limited partnership of operating the shopping center business and transfer their ownership of the shopping centre to the partnership. The activities of the shopping centre business include renting the retail units, managing the car park, maintaining the centre and equipment such as lifts, and building the reputations and customer number for the centre as a whole. Strategic decisions relating to the operations require the consent of both parties. The terms of the limited partnership are such that each party receives a share of the income frm the shopping centre (which is the rentak income net of the operating costs). The parties have the right to sell or pledge their interest in the partnership.