Texas Business Court Weighs In on Contractual Restrictions on Fiduciary Duties
Earlier this month, in one of the first opinions in which the newly established Texas Business Court has addressed the merits of a claim, the court granted in part and denied in part a motion for summary judgment in Primexx Energy Opportunity Fund, LP v. Primexx Energy Corporation. The opinion provides a first look at how the newly established Texas court will compare to Delaware courts in its approach to a foundational issue for many limited partnerships: the extent to which partners can modify or even eliminate their fiduciary duties and obligations by contract. (more…)
You May Think You Are a Partner, But… Chancery Opinion Reaffirms That Any Agreement, Written or Oral, Must Include All Material Terms
In a recent decision by Vice Chancellor Glasscock of the Delaware Court of Chancery, Handler v. Centerview Partners Holdings, L.P., the Vice Chancellor considered whether a partnership agreement existed based on a purported oral agreement. The Court of Chancery’s decision provides useful guidance to practitioners and reaffirms that, while Delaware law permits oral agreements, including partnership agreements, that agreement must include all material, essential terms – an agreement to agree is insufficient.
