Gerber v. EPE Holdings LLC, C.A. No. 3543-VCN (Del. Ch. Jan. 18, 2013).

Short Overview

In this 37-page decision, the Court of Chancery dismissed breach of fiduciary duty claims.  The Court declined to impose default fiduciary duties upon the entity’s partners based on a limited partnership agreement that waived all common law fiduciary duties in place of specifically contracted duties.  The Court determined that those contractual obligations were not breached.

This is yet another case involving a “special approval process” in a limited partnership agreement that allows a general partner to engage in an otherwise self-interested transaction without breaching any duty owed to the partnership for the limited partners.  For a similar recent Chancery decision involving similar provisions, see In re Encore Energy P’rs LP Unitholder Litig., 2012 WL 3792997, at * 1 (Del. Ch. Aug. 31, 2012), highlighted on these pages at this link.