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

11 Pages Posted: 10 Dec 2011 Last revised: 25 Jan 2012

Allan Vestal

Drake University Law School

J. William Callison

Faegre & Benson LLP

Date Written: December 5, 2011

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.

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

JEL Classification: K00, K12, K22

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: https://ssrn.com/abstract=1970387 or http://dx.doi.org/10.2139/ssrn.1970387

Allan Vestal (Contact Author)

Drake University Law School ( email )

27th & Carpenter Sts.
Des Moines, IA 50311
United States

J. 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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