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Fiduciary Duty Breach of Contract Limited Partnership Agreements

Vinson & Elkins LLP

Texas Business Court Quarterly Update – Q1 and Q2 2025

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As a part of Vinson & Elkins’ Texas Business Court Quarterly Update, the following update summarizes the Texas Business Court opinions—categorized by primary issue—that have been released since September 1, 2024 through the...more

Morris James LLP

Court of Chancery Finds in Favor of Defendants on All Remaining Claims After Remand

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Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Sept. 9, 2024) - Previously in this case, the Court of Chancery held that a general partner breached a partnership agreement by exercising...more

Morris James LLP

Delaware Uniform Arbitration Act Did Not Permit the Court of Chancery to Confirm or Vacate an Interim Partial Arbitration Award...

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Astrum Fund I GP, LP v. Maracci, C.A. No. 2020-0919-PAF (Del. Ch. Jan. 27, 2022) - Maracci v. Astrum Fund I GP, LP, C.A. No. 2021-0073-PAF (Del. Ch. Jan. 27, 2022) A limited partnership agreement’s dispute resolution...more

Troutman Pepper Locke

Fiduciary Duty Of Disclosure Does Not Apply To Individual Transactions With Equityholders

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In Dohmen v. Goodman, the Delaware Supreme Court declined to impose an affirmative fiduciary duty of disclosure on a general partner arising out of the general partner’s solicitation of capital contributions from a limited...more

Morris James LLP

Claims Alleging that Icahn-Entities Schemed to Buy Out Minority Unitholders on the Cheap Survive Motion to Dismiss

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In re CVR Refining, LP Unitholder Litig., Consol. C.A. No. 2019-0062-KSJM (Del. Ch. Jan. 31, 2020). The Court of Chancery declined at the pleadings stage to dismiss claims for breach of a governing limited partnership...more

Skadden, Arps, Slate, Meagher & Flom LLP

Dieckman and Mesirov Highlight That Differences in Limited Partnership Agreements Impact Aiding-and-Abetting Claims

Two decisions from the Court of Chancery — Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch. Feb. 20, 2018) and Mesirov v. Enbridge Energy Co., C.A. No. 11314-VCS (Del. Ch. Aug. 29, 2018) — emphasize a significant...more

Morris James LLP

Court Of Chancery Upholds Contract Claim Based On The Standard Of Conduct In An Agreement

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Wenske v. Blue Bell Creameries Inc., C.A. 2017-0699-JRS (July 6, 2018) - When the parties to a LLP agree on the standard of conduct the general partner should follow, its failure to live up to that standard is a breach of...more

A&O Shearman

Delaware Supreme Court Affirms Court Of Chancery, Finding That General Partner Complied With Obligations Under Limited Partnership...

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On June 8, 2018, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s dismissal of a putative class action challenging the merger of El Paso Pipeline Partners, L.P. (the “MLP”) with a subsidiary of its general...more

Morris James LLP

Breach of Fiduciary Duty Claim Subsumed by Breach of Contract Claim

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Defendants are often faced with complaints that assert multiple causes of action arising from the same set of facts and circumstances. A prime example of such a complaint is presented in CIM Urban Lending v. Cantor Commercial...more

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