Gerber v. Enterprise Products Holdings, LLC
Delaware Supreme Court
67 A.3d 400 (2013)
Relevant factsFree
Gerber and other limited partners (plaintiffs) sued the partnership's general partner and others (defendants) for breach of the partnership agreement and breach of the implied covenant of good faith and fair dealing; the Court of Chancery dismissed the complaint, and Gerber appealed.
IssueFree
Whether a party breaches the implied covenant of good faith and fair dealing if it is clear from the agreement that the parties would have agreed to prohibit the challenged conduct had they thought to negotiate with respect to that conduct.