Albert Goodman v. Bert Dohmen

Summary

The Ninth Circuit certified a question to the Delaware Supreme Court concerning the fiduciary duty of disclosure in a Delaware limited partnership. The certified question asks whether a general partner's request for a one-time capital contribution constitutes a request for "limited-partner action" triggering the duty of full disclosure, and if so, whether a limited partner may prevail on a breach-of-fiduciary-duty claim without proving reliance and causation. The case involves a hedge fund where the general partner allegedly misrepresented the number of other investors, and the district court applied the relaxed materiality standard from *Malone v. Brincat*.

Questions Presented

1. In a Delaware limited partnership, does a general partner's request to a limited partner for a one-time capital contribution constitute a request for 'limited-partner action' such that the general partner has a duty of full disclosure, and, if the general partner fails to disclose material information in connection with the request, may the limited partner prevail on a breach-of-fiduciary-duty claim without proving reliance and causation?

Disposition

other