This study used a grounded theory case study to identify the theoretical areas that account for the nature and success of Royal Roads University's (RRU) learning community model. This instructional model enables RRU's mission to serve adult learners who want to further their careers through education while living and working across British Columbia, Canada, and the globe. These interrelated theoretical areas are: a strong learning community consisting of cohorts that alternate residencies and distance learning; an emphasis on teamwork and collaboration focused on real-world problems; the role of the instructor as simultaneously content expert and facilitator of dialogue; and the changing perspectives of learners. This model is highly dialogical and the learning community is characterized by caring and by support for difference. For dialogue to be successful its characteristics must be featured in the learning model and be modeled by the instructor and by the community. The model at RRU continues to evolve and contribute to knowledge about how to create learning communities with extensive use of online learning technologies.