Delaware Insider: MLPs Take Center Stage in the Delaware Supreme Court
August 23, 2013, Thomas A. Mullen
The Supreme Court of the State of Delaware has recently issued a series of opinions relating to publicly traded master limited partnerships (MLPs) that reaffirm the enforceability of contractual provisions that modify default fiduciary duties and uphold the use of contractual “safe harbors” to cleanse conflicted transactions. In addition, at least one of those decisions reiterates that parties may not contractually eliminate the implied contractual covenant of good faith and fair dealing (the implied covenant) and that claims based on the implied covenant will not be dismissed in circumstances where a complaint sufficiently pleads that a contracting party has engaged in arbitrary and unreasonable conduct resulting in an unfair transaction.