Narrative Opinion Summary
In this case, a non-limited partner holding Beneficial Unit Certificates (BUCs) sought access to the names and addresses of a limited partnership's partners and BUC owners to facilitate a mini-tender offer. The plaintiff argued for access based on statutory rights under 6 Del.C. Section 17-305 and contractual rights under the partnership agreement. The court recognized that while the general partner could deny access under 6 Del.C. Section 17-305(b) if disclosure was not in the best interest of the partnership, the plaintiff had a valid contractual right under section 14.1 of the partnership agreement. The court found the plaintiff's purpose, a mini-tender offer, to be proper, aligning with the interests of a BUC holder. The partnership failed to demonstrate that disclosing the list would harm its interests, thus the 'improper purpose defense' was insufficient to deny access. Furthermore, the court declined to impose conditions on the plaintiff's access to the Investor List, as the partnership did not adequately justify the necessity of such restrictions. Consequently, the court ruled in favor of the plaintiff, granting access to the requested information based on contractual rights.
Legal Issues Addressed
Access to Partnership Records under Delaware Lawsubscribe to see similar legal issues
Application: The court determined that while the plaintiff has statutory rights under 6 Del.C. Section 17-305 to request partnership records, the general partner may refuse access if it believes disclosure is not in the best interests of the partnership.
Reasoning: The defendant's general partner could deny access to the list based on a good faith belief that disclosure would not serve the partnership's best interests, thus permitting denial under 6 Del.C. Section 17-305(b).
Contractual Rights to Inspect Partnership Books and Recordssubscribe to see similar legal issues
Application: The court held that the plaintiff has a contractual right to inspect the list of partners and BUC owners under section 14.1 of the partnership agreement, which includes the right to access ‘books and records.’
Reasoning: The court interpreted 'books and records' to include the list of partners and BUC owners.
Equitable Powers to Impose Conditions on Access to Informationsubscribe to see similar legal issues
Application: The court declined to impose any conditions on the plaintiff’s access to the Investor List, as the partnership did not sufficiently justify the need for such restrictions.
Reasoning: The Court declined to impose any conditions on Bond’s access to the Investor List.
Improper Purpose Defense in Accessing Partnership Informationsubscribe to see similar legal issues
Application: The court concluded that the general partner's belief that disclosure could harm the partnership was not substantiated, thus failing to deny the plaintiff access based on the 'improper purpose defense.'
Reasoning: The Partnership failed to demonstrate that disclosing the Investor List to Bond would harm its interests, thus Bond cannot be denied access based on an 'improper purpose defense.'
Proper Purpose Requirement for Accessing Partnership Informationsubscribe to see similar legal issues
Application: The court found that the plaintiff’s purpose of conducting a mini-tender offer was proper under Delaware law, aligning with the interests of a BUC holder, and thus justified under Section 17-305.
Reasoning: Bond's purpose for obtaining the Investor List is justified under Section 17-305, as it is related to its interests as a BUC$holder.