Sutter Opportunity Fund 2 LLC v. Cede & Co.

MEMORANDUM OPINION AND ORDER

LAMB, Vice Chancellor.

I

Several investment funds that, in total, hold 11.6% of the interest partnership in a Delaware limited partnership are acting as a group to propose an amendment to the partnership agreement. That agreement allows limited partners holding 10% or more of the ownership interest in the partnership to propose amendments but also imposes a 4.9% cap on the ownership interest of any single person. The funds brought suit against the partnership to compel a vote on their proposed amendment. On cross-motions for summary judgment, the court concludes that…