In re USACafes, L.P. Litigation

USACafes, L.P. (the Partnership) consisted of a corporate general partner, USACafes General Partner, Inc. (defendant), and a large group of limited partners holding partnership units (the Unitholders) (plaintiffs). When Metsa Acquisition Corp. (defendant) bought nearly all the Partnership's assets, the Unitholders sued the General Partner, its individual Directors (defendants), and Metsa, alleging the sale price was unfairly low because Metsa had secretly paid the Directors to steer the General Partner into accepting the low bid. The Directors moved to dismiss, arguing that while the General Partner corporation owed the Unitholders a duty of loyalty, they personally, as individual directors, owed no such duty.