WALLACE EX REL. CENCOM v. Wood

OPINION

STEELE, Vice Chancellor.

I. Issues Presented

Can holders of units in a Limited Partnership state a cognizable claim for breach of fiduciary duties against parent corporations of the Limited Partnership’s corporate general partner, affiliates of that corporate general partner, and officers of that corporate general partner?

Officers, affiliates and parents of a general partner, may owe fiduciary duties to limited partners if those entities control the partnership’s property. Clearly, those duties, when owed, may not be breached in a manner that harms the partnership.

I find plaintiffs have…