News & Analysis as of

Fiduciary Duty Partnership Agreements Breach of Contract

Farrell Fritz, P.C.

Premature or Untimely? Both at the Same Time? When to Sue as a General Partner

Farrell Fritz, P.C. on

Under ancient (some would argue vestigial) common-law rules of general partnerships, partners can find themselves stuck between a rock and a hard place deciding when to pull the trigger on a lawsuit....more

Jackson Walker

Texas Business Court Upholds Fiduciary Duty Waivers and Clarifies Limits on Partnership Agreement Provisions

Jackson Walker on

Only six months into a complicated partnership dispute, the Business Court of Texas, 1st Division, issued a thorough summary judgment opinion and order in the case of Primexx Energy Opportunity Fund, LP v. Primexx Energy...more

Cadwalader, Wickersham & Taft LLP

Delaware Supreme Court Enforces Partnership Agreement’s Unambiguous Exculpation Provision Waiving Fiduciary Duties and Presuming...

On December 19, 2022, Chief Justice Seitz issued an opinion for a unanimous Delaware Supreme Court, sitting en banc, reversing and remanding the Delaware Court of Chancery’s decision in Bandera Master Fund LP v. Boardwalk...more

Morris James LLP

Chancery Finds General Partner Breached Partnership Agreement in Exercising Call Right, and Awards Limited Partners Nearly $700...

Morris James LLP on

Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Nov. 12, 2021) - If a partnership agreement requires an opinion of counsel as a condition precedent, such opinion must be rendered...more

Morris James LLP

Court of Chancery Dissolves Limited Partnership Upon Finding General Partner Unable To Achieve Its Business Purpose

Morris James LLP on

GMF ELCM Fund L.P. v. ELCM HCRE GP LLC, C.A. No. 2018-0840-SG (Del. Ch. Aug. 7, 2019). The equitable remedy of dissolution is extraordinary. Given the extraordinary record before it, and the abundance of evidence that the...more

Burr & Forman

Change in How SC Supreme Court Views Conspiracy Claims May be Coming

Burr & Forman on

As our various courts decide cases, we watch to see if there are any trends that seem to be developing or whether a case signals that the courts are beginning to change how they view a particular issue or type of case. We've...more

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