Abstract

http://ssrn.com/abstract=1970387
 


 



Triple Error: Chief Justice Steele and Default - Contractual Duties in Delaware Limited Liability Companies and Limited Partnerships


Allan Vestal


Drake University Law School

J. William Callison


Faegre & Benson LLP

December 5, 2011

Drake University Law School Research Paper No. 12-01

Abstract:     
In a recent law review article Delaware Chief Justice Myron Steele argues that Delaware courts should interpret Delaware’s limited liability company (“LLC”) and limited partnership (“LP”) statutes as not including any default fiduciary duties. Therefore, he argues that the only fiduciary duties in Delaware LLCs and LPs arise from the parties’ express contract. Although such thought-piece musings from most state court jurists would not be particularly significant, the fact that Chief Justice Steele writes from a significant business law state means that attention is given to what he says.

We argue that Chief Justice Steele is in error in three identifiable ways, which we elaborate in the remainder of this essay.

Number of Pages in PDF File: 11

Keywords: Fiduciary, LLC, LP, Myron Steele, courts, chief justice, Delaware, law

JEL Classification: K00, K12, K22

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Date posted: December 10, 2011 ; Last revised: January 25, 2012

Suggested Citation

Vestal, Allan and Callison, J. William, Triple Error: Chief Justice Steele and Default - Contractual Duties in Delaware Limited Liability Companies and Limited Partnerships (December 5, 2011). Drake University Law School Research Paper No. 12-01. Available at SSRN: http://ssrn.com/abstract=1970387 or http://dx.doi.org/10.2139/ssrn.1970387

Contact Information

Allan Vestal (Contact Author)
Drake University Law School ( email )
27th & Carpenter Sts.
Des Moines, IA 50311
United States
J. William Callison
Faegre & Benson LLP ( email )
370 17th St., #2500
Denver, CO 80202
United States
303-592-9000 (Phone)
303-820-0600 (Fax)
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