Norton v. K-Sea Transportation Partners L.P.

STEELE, Chief Justice:

In this appeal, we consider a general partner’s obligations under a limited partnership agreement. The plaintiffs allege that the general partner obtained excessive consideration for its incentive distribution rights when an unaffiliated third party purchased the partnership. Importantly, the plaintiffs do not allege that the general partner breached the implied covenant of good faith and fair dealing. We conclude that the limited partnership agreement’s conflict of interest provision created a contractual safe harbor, not an affirmative obligation. Therefore, the…