Lewis v. Aimco Properties, L.P., C.A. No. 9934-VCP (Del. Ch. Feb. 10, 2015). This short opinion from the Delaware Court of Chancery is notable for its discussion and rejection of a claim that fiduciary duties were owed in the context of an alternative entity based on the line of cases starting with In Re USACafes, L.P. Litigation, 600 A.2d 43 (Del. Ch. 1991). The USACafes case allowed for the directors of the corporate general partner of a limited partnership to be subject to a fiduciary duty claim by the limited partners of the partnership under certain circumstances when those directors controlled the limited partnership. The Court in this decision determined that the facts of this case did not justify the application of the principles announced in the USACafes case.
This decision also addressed the less noteworthy but perennial issue of substantive arbitrability and found, based on a well-known series of cases, that the arbitrator should decide that issue in this case. Parenthetically, I must add that the steady stream of litigation about the scope of an arbitration clause, and who decides that scope, appears to continue unabated, despite what one might fairly describe as a well-settled, and still growing, long line of Delaware cases on the topic.