Documents: Twin Bridges Limited P’ship v. Draper, C.A. No. 2351-VCP, Parsons, V.C. (Del. Ch. Sept. 14, 2007)
The Court granted summary judgment to a general partner of a partnership regarding claims requesting the declaration of the validity of an amendment to the limited partnership agreement and a merger. The amendment provided that a merger could be effected with two-thirds of the partnership interests, rather than the unanimous consent required by statute. Contrary to plaintiff’s contentions, the Court treated both the amendment and the subsequent merger as an integrated transaction, but found that the transaction was valid under the amended partnership agreement and the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101, et seq. The Court, however, refused to dismiss the Defendant’s counter-claims relating to breach of fiduciary duties by the Plaintiff general partner in connection with the transaction.