In Schuss v. Penfield Partners, L.P., 2008 WL 2433842 (Del. Ch., June 13, 2008), read opinion here, the Chancery Court addressed two substantive matters of much practical importance. This case involved claims for breach of contract (limited partnership agreement); breach of fiduciary duty and an accounting.
After providing extensive factual background details in the context of a motion to dismiss, the court explained:
1. Those instances in which both a breach of contract claim and a breach of fiduciary duty claim may proceed "on dual tracks" based on the same operative facts, such as when the remedies that might flow from each claim are not the same, for example when there might be potential personal liability for breach of fiduciary duties but not for breach of contract. See footnotes 30 and 31.
2. When a claim for an accounting will be allowed. Although a request for "an accounting" is often referred to as a remedy as opposed to a separate cause of action, the court discussed the claim in this case for "an equitable accounting" in light of disputes regarding improper distributions among partners and described when the claim would be allowed, for example, in connection with a breach of fiduciary duties .