Legal Opinion

TIFD III-X LLC v. Fruehauf Production Co.

Court of Chancery of Delaware

Decided June 28, 2004No. C.A. 20488-NCPublishedCited by 17 opinions

1Opinion of the Court

OPINION

STRINE, Vice Chancellor.

This case involves an interesting question regarding the doctrine of recoupment. A limited partnership agreement contains provisions governing the distribution of the partnership’s economic benefits to its equity holders. Those provisions grant 1% of the profits to the general partner until a certain calculation comparing the sole limited partner’s capital contributions to the economic benefits it receives from the partnership yields a positive balance, and then increases to 25% after that time. The limited partner has exercised its right to cause dissolution…

2Cases cited10 opinions

  1. Tooley v. Donaldson, Lufkin, & Jenrette, Inc.Supreme Court of Delaware · 2004
  2. Desert Equities, Inc. v. Morgan Stanley Leveraged Equity Fund, II, L.P.Supreme Court of Delaware · 1993
  3. Luckenbach Steamship Co., Inc. v. United StatesCourt of Appeals for the Second Circuit · 1963
  4. Fike v. RugerSupreme Court of Delaware · 2000
  5. Pennsylvania R. Co. v. MillerCourt of Appeals for the Fifth Circuit · 1941

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3Cited by17 opinions

  1. ASARCO LLC v. Americas Mining Corp.District Court, S.D. Texas · 2008
  2. Finger Lakes Capital Partners, LLC v. Honeoye Lake Acquisition, LLCSupreme Court of Delaware · 2016
  3. Levine v. Telco Systems, Inc. (In Re World Access, Inc.)United States Bankruptcy Court, N.D. Illinois · 2005
  4. AM General Holdings LLC v. The Renco Group, Inc. & The Renco Group, Inc. v. MacAndrews AMG Holdings LLCCourt of Chancery of Delaware · 2016
  5. Alchemy Ltd LLC v. FANchise League Company, LLCCourt of Chancery of Delaware · 2023

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