Peter Brinckerhoff

Summary

The Supreme Court of Delaware reversed dismissal of Peter Brinckerhoff’s claims concerning Enbridge Energy Partners’ repurchase of the Alberta Clipper interest. The court held that the limited partnership agreement’s specific requirement that affiliate transactions be fair and reasonable was not displaced by general good-faith, exculpation, or conflict-resolution provisions, and that Brinckerhoff adequately pleaded a breach and bad faith. The court affirmed dismissal of claims challenging the Special Tax Allocation under provisions governing new unit issuance and enlargement of unitholder obligations. The court remanded for further proceedings, including consideration of monetary and equitable remedies.