Previously in this case, the Court of Chancery held that a general partner breached a partnership agreement by exercising a call right without satisfying certain condition requiring an acceptability determination by an internal decision-maker. The Delaware Supreme Court reversed this decision and held that the proper internal decision-maker made the acceptability decision for the general partner. The case was remanded to deal with the plaintiffs’ remaining theories of liability.
The plaintiffs had remaining claims for tortious interference with the partnership agreement, breach of the implied covenant of good faith and fair dealing and unjust enrichment, and also disclosure claims. The Court of Chancery reasoned, among other things, that the Supreme Court decision determined that the General Partner acted in good faith. Based on this reasoning, the Court of Chancery found in favor of the defendants on all of the remaining claims.
