News & Analysis as of

Breach of Contract › Limited Partnerships

Freiberger Haber LLP

Fraud Notes: Two Cases and The Examination of Scienter

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To state a cause of action for fraud, a plaintiff must allege “a material misrepresentation of a fact, knowledge of its falsity, an intent to induce reliance, justifiable reliance by the plaintiff and damages.” The...more

BakerHostetler

Delaware Supreme Court Settles Forfeiture-for-Competition Question, Adopts Employee Choice Doctrine - Seventh Circuit Asks, ‘Are...

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Less than two months after the Delaware Supreme Court provided the employers, investment partners and other business leaders that trust in the stability of Delaware law to protect their critical business interests with the...more

Paul Hastings LLP

Delaware Supreme Court Rejects “Reasonableness” Test for Forfeiture-for- Competition Provisions

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Last week, the Delaware Supreme Court reversed a Chancery Court decision that we wrote about previously, which invalidated a forfeiture-for-competition provision as an unreasonable restraint of trade. The Ainslie et al. v....more

Jackson Lewis P.C.

Delaware Supreme Court Upholds Forfeiture-for-Competition Provision in Limited Partnership Agreement

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Stemming a tide of Delaware decisions closely scrutinizing and refusing to enforce non-compete agreements, Delaware’s Supreme Court held that forfeiture-for-competition provisions arising out of a Delaware limited partnership...more

Allen Matkins

California Supreme Court Allows Treble Damages For Diversion Improper Limited Partnership Distributions

Allen Matkins on

Section 496(a) of the California Penal Code criminalizes the receipt of stolen property.  Section 496(c) provides that a person injured by a violation of Section 496(a) may "bring an action for three times the amount of...more

Stinson - Corporate & Securities Law Blog

Minnesota Court Finds Structuring of Sale Transaction Did Not Violate Duty of Good Faith and Fair Dealing

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The United States District Court for the District of Minnesota decided a case where Plaintiff was a limited partner in an entity where the partnership interests were the subject of a Purchase Agreement entered into by the...more

Patton Sullivan Brodehl LLP

Alter Ego Claims — Beware Attorney Fee Liability

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One of the essential purposes of forming an entity and conducting business through that entity is to limit the owners’ personal liability. California law generally views the entity and its owners as separate and legally...more

Morris James LLP

Chancery Rejects Bid to Jettison USACafes and its Holding That, Absent Agreement to the Contrary, the Controllers of a Corporate...

Morris James LLP on

Fannin v. UMTH Land Development, L.P. (In re: United Development Funding III, L.P.), C.A. No. 12541-VCF (Del. Ch. Jul. 31, 2020). The Court of Chancery has concluded that in certain situations, equity will, by default,...more

Troutman Pepper

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

Winstead PC

Texas Court Compels A Limited Partner’s Employment And Defamation Claims To Arbitration Due To The Partnership Agreement’s...

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In Gray vs. Ward, Ward and Gray started a limited partnership where Ward was a limited partner and Gray was a limited partner and the manager of the general partner. No. 05-18-00266-CV, 2019 Tex. App. LEXIS 6992 (Tex....more

Skadden, Arps, Slate, Meagher & Flom LLP

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

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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

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

Porter Hedges LLP

Business Litigation Alert: "Will Texas Change the Recovery of Attorneys' Fees in 2017?"

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The general rule in Texas is that litigants must pay their own attorneys’ fees. Texas only allows the recovery of attorneys’ fees where it is authorized by statute, called for in the contract between the parties, or – in rare...more

Morris James LLP

Court Of Chancery Explains Partnership Distribution Rights And Power of GP

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ESG Capital Partners II L.P. v. Passport Special Opportunities Master Fund L.P, C.A. 11053-VCL (December 16, 2015) This is an interesting decision for 2 reasons. First, the Court explains what might have seemed obvious...more

Bennett Jones LLP

Breathing Room: The Alberta Court of Appeal Addresses the New Limitation Period for Third-Party Claims

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The limitation period for a defendant seeking contribution from a third party has changed. In last month's Alberta Court of Appeal decision of Whitecourt Power Limited Partnership v Elliott Turbomachinery Canada Inc., 2015...more

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