Brinckerhoff v. Enbridge Energy Company, Inc.

Summary

The Supreme Court of Delaware reversed dismissal of the plaintiff’s claims arising from a limited partnership’s repurchase of an affiliated entity’s interest in a pipeline project. The court held that the agreement’s specific requirement that affiliate transactions be fair and reasonable was not displaced by general good-faith, conflict-resolution, or exculpation provisions, and that the complaint adequately pleaded a violation of that requirement and bad faith. The court rejected claims based on the agreement’s provisions concerning tax allocations and enlargement of limited partners’ obligations, while preserving the possibility of monetary or equitable relief depending on the proceedings on remand.