Techmer Accel Holdings, LLC v. Amer, C.A. No. 4905-VCN (Del. Ch. Dec. 29, 2010), read opinion here.
This 36-page opinion from the Delaware Court of Chancery involved the appointment of a receiver pursuant to Section 17-805 of the Delaware Limited Partnership Act in order to oversee the winding up of the limited partnership after the Certificate of Cancellation was filed. This opinion deserves careful examination by anyone who seeks to dissolve a limited partnership or who seeks to challenge the process by which a limited partnership was dissolved and wound up. The opinion includes careful analysis of the statutory prerequisites for winding up, following the dissolution.
Very Short Overview
An important discussion of the distribution priorities in Section 17-804 is included in this extensively footnoted opinion. The Court concluded that the requirements of Section 17-804 were not followed.
The Court went on to appoint a receiver under Section 17-805 which allows the appointment of a receiver to act on behalf of the limited partnership on application of any creditor or partner when the Certificate of Limited Partnership has been cancelled by the filing of a Certificate of Cancellation. See slip op. at 33. See also footnote 50 (citing cases for the description of the termination of a partnership as a three-step process: dissolution, winding up and then termination.