implied covenant of good faith and fair dealing

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,

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.

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

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

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