Allen v. Encore Energy Partners, L.P.

STEELE, Chief Justice:

This is an appeal from the Court of Chancery’s dismissal of a class action complaint challenging the merger of a limited partnership with its general partner’s controller. The plaintiff limited partner’s complaint alleges that the general partner, its controller, and its directors took actions during and preceding the merger negotiations that breached the contractual duties the limited partnership agreement imposed. The limited partnership agreement replaces common law fiduciary duties with a contractually adopted fiduciary duty of subjective good faith and deems this…