In Bandera Master Fund LP, et al. v. Board Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Oct. 7, 2019), the Delaware Court of Chancery (the “Court”) denied the defendants’ Rule 12(b)(6) motion to dismiss breach of contract claims because the plaintiffs had established reasonably conceivable breaches of the governing partnership agreement. These breaches related to the defendants’ public statements concerning the general partner’s possible exercise of a call right leading to a sharp decrease in partnership unit prices prior to the actual exercise of the call right.Read More
In Ray Beyond Corp. v. Trimaran Fund Management, L.L.C. and The Halifax Group, LLC, Memorandum Opinion, Civil Action No. 2018-0497-KSJM, the Court of Chancery denied a motion for judgment on the pleadings brought by Ray Beyond Corp. (“Buyer”) seeking to specifically enforce a dispute resolution provision referring an escrow dispute to an independent accounting firm as an “expert, not arbitrator” and the related counterclaims. The Court granted the motion for judgement on the pleadings brought by Buyer’s parent affiliate, The Halifax Group, LLC (“Halifax”) on Trimaran Fund Management, L.L.C.’s (“Seller”) third-party claim for tortious interference for refusing to execute a joint instruction to release escrow funds.Read More
Dieckman v. Regency GP LP, et al. came before the Delaware Court of Chancery as a dispute over a merger between Energy Transfer Partners, L.P. (“ETP”) and Regency Energy Partners LP (“Regency”) for an exchange ratio of 0.4066 and a cash payment of $0.32 per common unit of Regency (the “Merger”).