Brinckerhoff v. Enbridge Energy Co.

Public investor Peter Brinckerhoff (plaintiff) held units in Enbridge Energy Partners (EEP), whose general partner (EEP GP, defendant) was controlled by Enbridge, Inc. EEP's partnership agreement required related-party deals with EEP GP to be fair and reasonable, and exculpated EEP GP from damages for good-faith actions. In 2014, Enbridge proposed EEP repurchase an interest in the Alberta Clipper project for $200 million more than Enbridge had paid EEP for it in 2009, despite the asset's declining earnings and oil prices, and the deal also shifted a special tax allocation onto public investors while easing EEP GP's own tax burden. Brinckerhoff sued alleging the transaction breached the partnership agreement's good-faith and fairness requirements; the Delaware Court of Chancery dismissed the complaint, and Brinckerhoff appealed.