Miller v. HCP Trumpet Investments, LLC

Summary

The Supreme Court of Delaware affirmed dismissal of the Millers’ implied-covenant claim arising from the sale of Trumpet Search LLC. Although the Board’s contractual discretion remained subject to the implied covenant, that covenant could not be used to impose corporate change-of-control sale procedures that the operating agreement did not require, particularly where the agreement eliminated fiduciary duties. The Millers had pursued only that broad theory and had not presented a more targeted claim that specific conduct breached the implied covenant.