Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP

Summary

The Supreme Court of Delaware held that its prior decision resolved only the General Partner’s exculpation from monetary damages and did not decide whether the contractual Opinion Condition was satisfied or whether its failure constituted a breach. The court affirmed that the Opinion Condition required a counsel opinion issued in subjective good faith and upheld the trial court’s finding that the opinion failed that standard, making the Call Right exercise a breach. It affirmed judgment on the disclosure, implied-covenant, and unjust-enrichment claims, but reversed dismissal of the tortious-interference claim and remanded for further proceedings.