Tag Archives: implied covenant of good faith and fair dealing

Court of Chancery Denies Motion to Dismiss Implied Covenant of Good Faith and Fair Dealing Claim

This post was authored by R. Montgomery (“Monty”) Donaldson, a Delaware business and commercial litigator for many years, a friend and colleague of Francis Pileggi, and a follower of this blog. The implied covenant of good faith and fair dealing has received considerable play in Delaware in recent years. In fact, over the last half-decade, … Continue Reading

Chancery Applies Implied Covenant in Agreement that Waives Traditional Fiduciary Duties–and Affirms Shareholder Wealth Maximization Norm

A recent Chancery decision is notable for its application of the implied covenant of good faith and fair dealing in a partnership agreement that waives all conventional fiduciary duties, and replaces them with a contract-based standard of conduct. The decision in Bandera Master Funds LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. … Continue Reading

Supreme Court Explains the Implied Covenant of Good Faith and Fair Dealing

A recent Delaware Supreme Court decision is must-reading for those who need to know the latest iteration of Delaware law on the implied covenant of good faith and fair dealing. In Oxbow Carbon & Minerals Holdings, Inc. v. Crestview-Oxbow Acquisition, LLC, Del. Supr. No. 536, 2018 (Jan. 17, 2019), Delaware’s High Court provided the latest … Continue Reading

Chancery Defines Good Faith for Purposes of Contract Law

Policemen’s Annuity and Benefit Fund of Chicago v. DV Realty Advisors LLC, C.A. No. 7204-VCN (Del. Ch. Aug. 16, 2012). Issue Addressed: How to define “good faith” for purposes of a limited partnership agreement that required a good faith determination for removal of a general partner. Short Answer: The Court compared the common law definitions of … Continue Reading

Court of Chancery Analyzes Details of Claim for Breach of Implied Covenant of Good Faith and Fair Dealing for Limited Deadline Extension–and Denies Claim

Amirsaleh v. Board of Trade of the City of New York, No. 2822-CC (Del. Ch., January 19, 2010), read opinion here. Read summaries on this blog of the several prior opinions of the Court of Chancery in this case here. In this latest opinion, the Court presumed the reader’s familiarity with the background facts recited in the Court’s November 2009 opinion. … Continue Reading

Chancery Dismisses Fiduciary and Unjust Enrichment Claims Based on Terms of Contract

Nemec v. Shrader, No. 3878-CC, and Wittkemper v. Shrader, No. 3934-CC (consolidated cases)(Del. Ch., April 30, 2009), read opinion here. The factual basis of this Chancery Court decision involves shareholders who had signed agreements that governed the redemption of their shares. They filed suit when their company had redeemed their shares shortly prior to the corporation being acquired. … Continue Reading

Chancery Court Dismisses Claim Against Blackstone Group Regarding Bank Merger

Alliance Data Systems Corp. v. Blackstone Capital Partners V  L.P. and Aladdin Solutions, Inc. , (Del. Ch., Jan. 15, 2009), read opinion here. We are fortunate to have another guest post by Delaware lawyer Kevin Brady  who provided the following summary of this important decision. This Chancery Court decision is another example of merger partners after the … Continue Reading