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Court Of Chancery: When Termination Is In Good Faith

Posted In LP Agreements

Policemen's Annuity and Benefit Fund of Chicago v. DV Realty Advisors LLC,  C.A. 7204-VCN (August 16, 2012)

While this issue continues to come up, it is still not clear when limited partners may terminate a manager when their limited partnership agreement only says they must act in "good faith."  Absent some more definitive standard, this decision holds the termination must be done honestly in fact and observe reasonable commercial standards.  Now is that clear enough?  In any case, if the manager fails to meet the deadline for submitting an annual financial statement, you may  "in good faith" fire her.

Affirmed, Del Supr. August 26, 2013



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