Employees Retirement System, City of St. Louis v. TC Pipelines GP, Inc.

Summary

The Supreme Court of Delaware affirmed dismissal of a limited partner's implied-covenant claim arising from a conflicted drop-down transaction. Because the partnership agreement made a Conflicts Committee's approval conclusive as to fairness and compliance with legal or equitable duties, the plaintiff could not proceed merely by alleging that the transaction was economically unfair. The plaintiff instead needed to plead specific facts showing that the committee process was tainted by unanticipated misconduct or other conduct inconsistent with the provision's contractual purpose.