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Limited Partnership Agreements Breach of Duty

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

Farrell Fritz, P.C.

Gordon Ramsay’s The Fat Cow: Dishing Up Damages and Dissolution

Farrell Fritz, P.C. on

You know you’re in big trouble if the post-trial decision in a lawsuit you filed begins like this: “The court finds the plaintiff, Rowen Seibel, not credible. This is primarily because it appears he fabricated evidence...more

Morris James LLP

Court of Chancery Dismisses Thinly-Pleaded Breach of LPA Claim and Breach of Fiduciary Duty Claim Disclaimed by LPA and Foreclosed...

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Ryan v. Buckeye Partners L.P. et al., C.A. No. 2021-0432-JRS (Del. Ch. Feb. 9, 2021) - Delaware is a notice pleading jurisdiction. But, even under this forgiving standard, the Court of Chancery Rule 8 still requires that...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

Morris James LLP

Delaware Superior Court Holds That Claim For Gross Negligence Against Corporate Managers Is An Equitable Claim For Breach Of...

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Techview Investments Ltd., v. Amstar Poland Property Fund I, L.P., C.A. No. N20C-11-229 EMD CCLD (Del. Super. Ct. Aug. 31, 2021) - The court's ability to hear actions is limited by their jurisdiction – both jurisdiction...more

Troutman Pepper Locke

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

Troutman Pepper Locke on

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

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

Morris James LLP

Court Of Chancery Explains What Are Direct Claims For An LP

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It matters whether a claim may be characterized as a direct claim belonging to the owners of an entity or as a derivative claim that may only be brought in the name of the entity. This decision explains which is which in the...more

Proskauer - The Capital Commitment

A Commonsense Explanation of the SEC’s Regulation of Private Investment Funds

The SEC’s regulation of the private investment funds industry has generated significant attention and commentary, as well as a fair amount of hand-wringing. From our perspective as lawyers, however, there is a relatively...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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