contractual standard in Delaware

2019Aug. 20, 2015) (“Importantly, the operative tests focus on the Partnership, viz., whether the MLP Merger was (i) in the best interests of the Partnership and (ii) fair and reasonable to the Partnership.”), aff’d, 135 A.3d 76 (Del. 2016); El Paso, 113 A.3d at 180 (“The second aspect of the contractual test that deserves additional discussion is the referent for the Conflicts Committee’s good faith belief, namely that the conflict-of-interest transaction is in the best interests of the Partnership.

2018It provides that, for the General Partner and Regency GP LLC to have acted in good faith, they had to have believed the transaction was “in the best interests of the Partnership.” A transaction that is in the best interests of the Partnership logically should not be “highly unfair to the limited partners.”27 Thus, the LPA “sets a contractual standard by which to evaluate” the actions of the General Partner and Regency GP LLC so that “[t]here is no gap in the [LPA] to fill in this regard.”28 24 Allen v. El PaSO Pl'pe/l`ne GP CO., L.L.C., 113 A.3d 167, 182 (1)€1.

2021Libeau, 880 A.2d at 1058 (requiring waiver “‘by clear affirmative words or actions’” for a contract to eliminate a right conferred by statute) (citing Ford Holdings, 698 A.2d at 979 ). 46 See, e.g., Salzberg, 227 A.3d at 116 (“Delaware’s corporate statute . . . leaves the parties to the corporate contract (managers and stockholders) with great leeway to structure their relations, subject to relatively loose statutory constraints. . ..”); NAF Hldgs., LLC v. Li & Fung (Trading) Ltd., 118 A.3d 175 , 180 n.14 (Del. 2015) (“Delaware upholds the freedom of contract and enforces as a matter of fundam

2015And after three years, the seller could terminate the buyer as manager of the funds for any reason and owe no compensation at all. 1 See e.g., Libeau v. Fox, 880 A.2d 1049, 1056-57 (Del.

2019Ch. 2001) (concluding that a standard that obligated the General Partner to consider the best interest of the Partnership meant that the General Partner “need not—as a contractual matter—consider the interests of the limited partners”) (emphasis in original); Sonet v. Timber Co., 722 A.2d 319, 325 (Del.

2015The contractual standard did not require that the Committee make a determination about the best interests of the common unitholders as a class or prioritize their interests over other constituencies.2 The contractual standard also did not contemplate that a court would review the Committee‘s decision using an objective test, such as reasonableness.3 For purposes of trial, the contractual standard meant that the plaintiff bore the burden of proving by a preponderance of the evidence that the Committee members did 2 See El Paso II, 2014 WL 2819005, at *8-9 (analyzing and applying contractual lan

2026Corporate directors owe duties to the entity and its stockholders as a whole, not to individuals. 80 Thus, McKenzie’s claim for breach of the duty of 77 Compl. ¶¶ 37-46. 78 Pl.’s Answering Br. 25-26. 79 Id. at 25; cf. Gotham P’rs, L.P. v. Hallwood Realty P’rs, L.P., 817 A.2d 160, 171 (Del. 2002) (affirming that a partnership agreement left “no room for the application of common law fiduciary duty principles” where the parties created a specific contractual framework to govern their relationship (citation omitted)); Norton, 67 A.3d at 362 (explaining that a contractual grant of discretion to th

2024P'rs L.P., 67 A.3d 354, 360 (Del. 2013). 21 Renesas contends that the Complaint asks the Court to do so, and that Plaintiff “merely recite[s] a contractual standard without factual support and declare[s] it was breached . . . .”148 Plaintiff does present several conclusory statements that the Complaint sufficiently alleges that the disputed Milestones were achieved seemingly because the Complaint alleges that the disputed Milestones were achieved.

2026Corporate directors owe duties to the entity and its stockholders as a whole, not to individuals. 80 Thus, McKenzie’s claim for breach of the duty of 77 Compl. ¶¶ 37-46. 78 Pl.’s Answering Br. 25-26. 79 Id. at 25; cf. Gotham P’rs, L.P. v. Hallwood Realty P’rs, L.P., 817 A.2d 160, 171 (Del. 2002) (affirming that a partnership agreement left “no room for the application of common law fiduciary duty principles” where the parties created a specific contractual framework to govern their relationship (citation omitted)); Norton, 67 A.3d at 362 (explaining that a contractual grant of discretion to th

2014Gotham P’rs, 817 A.2d at 172-73, 178 ; accord Gerber, 67 A.3d at 425-26.

2017Section 7.9(b) of the LPA defines “good faith” to mean that the person “must believe that the determination or other action is in the best interests of the Partnership.”123 Our Supreme Court has made clear that “believe,” as opposed to “reasonably believe,” imports a subjective standard.124 Accordingly, a successful rebuttal, at this stage, depends on the Plaintiff pleading facts to support an inference that the Committee or SEP GP did not subjectively believe that the Transaction was in the best interest of SEP.125 Our Supreme Court has recognized that it is virtually impossible, especially a

2014Gotham P’rs, 817 A.2d at 172-73, 178 ; accord Gerber, 67 A.3d at 425-26.

2017Section 7.9(b) of the LPA defines “good faith” to mean that the person “must believe that the determination or other action is in the best interests of the Partnership.”123 Our Supreme Court has made clear that “believe,” as opposed to “reasonably believe,” imports a subjective standard.124 Accordingly, a successful rebuttal, at this stage, depends on the Plaintiff pleading facts to support an inference that the Committee or SEP GP did not subjectively believe that the Transaction was in the best interest of SEP.125 Our Supreme Court has recognized that it is virtually impossible, especially a

2014The Delaware Supreme Court has held that the definition of “good faith” in the LP Agreement is satisfied “if the actor subjectively believes that it is in the best interests of [the partnership].” Allen v. Encore Energy P’rs, L.P., 72 A.3d 93, 104 (Del.2013).

2025The reasoning behind this is that to allow a fiduciary duty claim to coexist in parallel with a contractual claim, 91 Id. at 1129 . 92 Id. at 1125 . 93 Id. at 1128–29. 43 would undermine the primacy of contract law over fiduciary law in matters involving contractual rights and obligations.94 The court posited that fiduciary duty claims could only persist under “a narrow exception” that applies when “there is an independent basis for the fiduciary duty claims.”95 In the corporate context, the Nemec line of authority grew out of preferred stock cases where a contract provision governed the prefe

2025The reasoning behind this is that to allow a fiduciary duty claim to coexist in parallel with a contractual claim, 91 Id. at 1129 . 92 Id. at 1125 . 93 Id. at 1128–29. 43 would undermine the primacy of contract law over fiduciary law in matters involving contractual rights and obligations.94 The court posited that fiduciary duty claims could only persist under “a narrow exception” that applies when “there is an independent basis for the fiduciary duty claims.”95 In the corporate context, the Nemec line of authority grew out of preferred stock cases where a contract provision governed the prefe

2025Inc., 924 A.2d at 239 ). “[C]onsideration of an advance notice bylaw’s application begins with a contractual analysis” that asks: “were the bylaws clear and unambiguous, did the stockholder’s nomination comply with the bylaws, and did the company interfere with the plaintiff’s attempt to comply[?]” Strategic Inv.

2022Several questions form the heart of that inquiry: were the bylaws clear and ambiguous, did the stockholder’s nomination comply with the bylaws, and did the company interfere with the plaintiff’s attempt to comply. 104 See Saba Cap., 224 A.3d at 980 (discussing an informational requirement); Openwave, 924 A.2d at 239 (describing advance notice bylaws’ function of “provid[ing] fair warning to the corporation so that it may have sufficient time to respond to shareholder nominations”); see also Arthur Fleischer, Jr., Gail Weinstein, & Scott B.

2024The Albertsons decision stated that “[w]hile anti-reliance language is needed to stand as a contractual bar to an extra-contractual fraud claim based on factual misrepresentations, an integration clause alone is sufficient to bar a fraud 46 MIPA § 8.06. 47 Kronenberg v. Katz, 872 A.2d 568, 593 (Del.

2021The court dismissed the claim, holding that an extra-contractual fraud claim based on a “future promise” cannot stand when the parties committed “in a 127 Compl. ¶¶ 30, 33, 35, 36; see Black Horse, 2014 WL 5025926 , at *24 (noting a distinction between inducement claims based on statements of present fact and claims based on “future intent”); Kronenberg, 872 A.2d at 585–86 (addressing claim that defendant made factual representations regarding a purported third-party feasibility study that was actually fabricated by defendant); Abry P’rs, 891 A.2d at 1051 (“[T]he Buyer has alleged, with specif

2021The court dismissed the claim, holding that an extra-contractual fraud claim based on a “future promise” cannot stand when the parties committed “in a 127 Compl. ¶¶ 30, 33, 35, 36; see Black Horse, 2014 WL 5025926 , at *24 (noting a distinction between inducement claims based on statements of present fact and claims based on “future intent”); Kronenberg, 872 A.2d at 585–86 (addressing claim that defendant made factual representations regarding a purported third-party feasibility study that was actually fabricated by defendant); Abry P’rs, 891 A.2d at 1051 (“[T]he Buyer has alleged, with specif

2020ABRY specifically provides that “the public policy of this State will not permit the Seller to insulate itself from the possibility that the sale would be rescinded if the Buyer 62 January 15 Hearing Tr. at 63:7−12. 63 ABRY, 891 A.2d at 1045 . 64 Id. at *1035. 65 Pl.’s Supp.

2020Jan. 29, 2002) (“Although the statute provides for a good faith defense to a statutory claim for production of books and records . . . this does not appear to be the proper standard to apply in response to a contractual claim to inspect books and records.” (citation omitted)); Bond Purchase, 746 A.2d at 850–64 (applying the Delaware LP Act’s proper purpose requirement and good faith defense to the statutory books and records right, but not to the contractual books and records right); In re Paine Webber, 698 A.2d at 392 (“[P]laintiffs are not required to demonstrate a proper purpose to enforce

2016See, e.g., Arbor Place, 2002 WL 205681 , at *4 n. 9 ("Although the statute provides for a good faith defense to a statutory claim for production of books and records, this does not appear to be the proper standard to apply in response to a contractual claim to inspect books and records.” (citation omitted)); Bond Purchase, 746 A.2d at 850-64 (applying the Delaware LP Act’s proper purpose requirement and good faith defense to the statutory books and records right, but not to the contractual books and records right); In re Paine Webber Qualified Plan Prop.

2020Dec. 28, 2018) (collecting cases). 128 See, e.g., Williams Cos. v. Energy Transfer Equity, L.P., 159 A.3d 264, 273 (Del. 2017) (construing contractual clauses requiring the parties to use undefined “reasonable best efforts” and “commercially reasonable efforts” as placing “an affirmative obligation on the parties to take all reasonable steps” to accomplish contractual objectives); Akorn, 2018 WL 4719347 , at *46, 87 (construing a contractual clause requiring the plaintiff to use undefined “commercially reasonable efforts” as requiring the plaintiff to “‘take all reasonable steps’ to maintain i

2020Dec. 28, 2018) (collecting cases). 128 See, e.g., Williams Cos. v. Energy Transfer Equity, L.P., 159 A.3d 264, 273 (Del. 2017) (construing contractual clauses requiring the parties to use undefined “reasonable best efforts” and “commercially reasonable efforts” as placing “an affirmative obligation on the parties to take all reasonable steps” to accomplish contractual objectives); Akorn, 2018 WL 4719347 , at *46, 87 (construing a contractual clause requiring the plaintiff to use undefined “commercially reasonable efforts” as requiring the plaintiff to “‘take all reasonable steps’ to maintain i

2019The contractual standard does not require the Conflicts Committee to make a determination regarding the best interests of the limited partners as a class.”); Gelfman v. Weeden Invs., L.P., 792 A.2d 977, 986 (Del.

2014July 11, 2005) (holding that contractual standard requiring that interested transactions "be on arms' length terms and conditions, including fair market values” established standard for measuring fiduciary duties owed by controlling member); Gelfman v. Weeden Investors, L.P., 792 A.2d 977, 987 , 992 n. 24 (Del.Ch.2001) (interpreting limited partnership agreement that did not eliminate fiduciary duties but rather supplied a contractual standard for measuring compliance); Fitzgerald v. Cantor, 1999 WL 182573 , at *1 (Del.Ch.

2025Aug. 19, 2008) (granting a motion to dismiss based on a contractual waiver); Wisconsin Public Service Corp. v. Arby Const., Inc., 342 Wis.2d 544, 565 (2012) (“indemnification is not an affirmative defense.”); Velocity Exp., Inc. v. Office Depot, Inc., 2009 WL 406807 (Del.

2025C. § 6501; XL Specialty Ins. v. WMI Liquidating Tr., 93 A.3d 1208, 1216 (Del. 2014). 76 Holifield v. XRI Inv.

2023The Settlement is Enforceable Under Either Delaware or North Carolina Law Delaware follows the Second Restatement’s most significant relationship test when analyzing choice of law in contract disputes.73 Under that test, this Court must ask three preliminary questions i) did the parties make an effective choice of law in their contract, ii) if not, is there an actual conflict between the laws of the different states that each party favors, and iii) if so, which state has the most significant relationship.74 Here, the MOS lacks a choice of law provision.75 Plaintiff favors the law of North Caro

2023“A contractual requirement or condition may be waived where (1) there is a requirement or condition to be waived, (2) the waiving party must know of the requirement or condition, and (3) the waiving party must intend to waive that requirement or condition.” AeroGlobal, 871 A.2d at 444. 12 C.

2023Co. v. Kenner, 570 A.2d 1172 , 1175–76 (Del. 1990). 68 Frank v. Horizon Assurance Co., 553 A.2d 1199, 1205 (Del. 1989). 19 an employer’s subrogation rights.69 That focus on contractual expectations is consistent with both the WCA and the UIM statute, which are based on benefits secured by contract rather than the fault-based analysis fundamental to tort cases.70 Under this contractual analysis, the extent to which the collateral source rule should be applied to permit double recovery depends on “the contractual expectations that underlie the collateral source payment.”71 As we previously expla

2023The Settlement is Enforceable Under Either Delaware or North Carolina Law Delaware follows the Second Restatement’s most significant relationship test when analyzing choice of law in contract disputes.73 Under that test, this Court must ask three preliminary questions i) did the parties make an effective choice of law in their contract, ii) if not, is there an actual conflict between the laws of the different states that each party favors, and iii) if so, which state has the most significant relationship.74 Here, the MOS lacks a choice of law provision.75 Plaintiff favors the law of North Caro

2022Where parties to a contract are in pari delicto, a court will ‘leave them where it finds them,’ and will refuse to enforce the contract.”); Morford v. Bellanca Aircraft Corp., 67 A.2d 542, 547 (Del.

2022Accordingly, [plaintiff’s] claims—if they are asserted—for aiding and abetting a breach of the LPA, or a covenant implied through the LPA, must also fail.”) (emphasis added) (footnote omitted). 114 See Malpiede v. Townson, 780 A.2d 1075, 1094 (Del. 2001) (“The plaintiffs are entitled to all reasonable inferences flowing from their pleadings, but if those inferences do not support a valid legal claim, the complaint should be dismissed . . . .”); see also Allen, 113 A.3d at 194 (“When parties establish a purely contractual relationship, they have chosen to limit themselves to pursuing contractua

2022Section 7.1(i) Authorized the July Consent The ACC Operating Agreement provides that Aries Capital, as manager of ACC, shall “be responsible for all daily operations of [ACC] not reasonably inconsistent with this Agreement.” 87 The agreement does not define “daily 85 Defendant’s pretrial brief does not provide the court with any Illinois case law governing this contractual analysis. 86 ACC Operating Agreement § 7.1. 87 Id. § 7.1(i). 19 operations.” Plaintiff concedes, and Defendant agrees, that the term “daily operations” “does not have an unambiguous meaning on its face.” 88 “Whether language

2022Guzzetta was then applied to a bond waiver in Newell Rubbermaid v. Storm, which required a bond to be posted notwithstanding a contractual waiver “in order to assure [the enjoined party’s] ability to recover damages if it turns out that the TRO 24 Concord Steel, 2008 WL 902406 , at *12 & n.92. 25 7 A.3d 467, 469 (Del. 2010). 26 Id. at 469–70.

2022Guzzetta was then applied to a bond waiver in Newell Rubbermaid v. Storm, which required a bond to be posted notwithstanding a contractual waiver “in order to assure [the enjoined party’s] ability to recover damages if it turns out that the TRO 24 Concord Steel, 2008 WL 902406 , at *12 & n.92. 25 7 A.3d 467, 469 (Del. 2010). 26 Id. at 469–70.