The Plaintiff corporation sought to withdraw from the Defendant limited partnership and have its limited partnership interest bought out. Plaintiff’s right to withdraw was contractually contingent on Lyondell Chemical Company or any of its affiliates (“Lyondell”) no longer operating the partnership’s Texas petrochemical facility. Lyondell served as the partnership’s general partner and leased the facility at issue from the partnership. Lyondell was bought out by Basell AF S.C.A. in December 2007 and Plaintiff claimed the buy-out triggered its withdrawal rights. The Court granted Defendants’ motion to dismiss because the plain language of the withdrawal provision did not entitle Plaintiff to withdraw simply because Lyondell experienced a change in control. Though Lyondell now had a single owner rather than a large group of public stockholders, it still continued to operate the plant as contemplated by the parties’ contract. The Court similarly rejected Plaintiff’s argument that Lyondell’s parent corporation, Lyondell Basell, now operated the plant instead of Lyondell itself. Plaintiff pled no facts suggesting the parent corporation so disrespected Lyondell’s separate existence that Lyondell’s veil should be pierced.
