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An investor committed $10 million to a commercial real estate development fund, acquiring partnership units in exchange. The governing limited partnership agreement gave the General Partner wide discretion over capital calls. It also provided that the general partner’s duties were limited to acting in good faith “in the best interest of the Fund and the Limited Partners…” Subsequently, the general partner made a capital call due to adverse macroeconomic conditions. The investor sued, claiming that the general partner breached its duties under the limited partnership agreement. The Court dismissed the action, finding that the general partner had full discretion to make capital calls, and that it was obligated to promote the interests of the fund and all limited partners as a whole, rather than to prioritize one limited partner at the expense of the others.
