GELFMAN v. WEEDEN INVESTORS, L.P.

Civ.A. No. 18519.

792 A.2d 977 (2001)

Robert W. GELFMAN, Mark Allen, Ameribank Trust, Shirley Collins, David Derhodes, Fumi Fukada, Mary Rounseville, P.J. Hayes, Shirley Sarpa-Blackburn, Lisa Sarpa Snyder, Thomas E. Tice, Thomas C. Hellman, and Ralph S. Giorgio, on behalf of themselves and all others similarly situated, Plaintiffs, v. WEEDEN INVESTORS, L.P., Weeden Securities Corporation, Donald Weeden, Barry Small, Robert Cervoni, Timothy McDonald, Robert Weppler and Stephen Leuthold, Defendants.

Court of Chancery of Delaware, New Castle County.

Decided August 23, 2001.


Attorney(s) appearing for the Case

Pamela S. Tikellis and Robert J. Kriner, Jr., of Chimicles & Tikellis, Wilmington; Lynda J. Grant, of Goodkind Labaton Rudoff & Sucharow, New York City, Robert W. Biederman, of Hubbard & Biederman; D. Ronald Reneker, of Bush Craddock & Reneker, Dallas, TX, of counsel, for Plaintiffs.

Bruce E. Jameson, of Prickett, Jones & Elliot, Wilmington; David E. Nachman and Jeremy R. Kasha, of Solomon, Zauderer, Ellenhorn, Frischer & Sharp, New York City, of counsel, for Defendants.


OPINION

STRINE, Vice Chancellor.

This case involves a partnership agreement that provides the general partner with broad power to act even in a conflicted situation, subject only to the very loose constraints of what may be fairly summarized as a subjective bad faith standard. The plaintiffs have filed a complaint alleging that the general partner has breached that agreement and its fiduciary duties by taking action to concentrate ownership of the partnership...

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