Delaware Supreme Court Addresses Another Appeal in Boardwalk Pipeline Partners Dispute

Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, No. 439, 2024 (Del. Jan. 20, 2026)

This appeal addressed additional issues arising from Loews Corporation’s 2018 decision to cause a general partner to exercise a right to redeem the partnership units of Boardwalk Pipeline Partners, LP, a publicly-traded master limited partnership.  In a 2022 appeal from the Court of Chancery’s post-trial decision, the Delaware Supreme Court held that the General Partner’s receipt of an opinion from counsel that it was permissible to exercise the call right exculpated it from money damages under the terms of the limited partnership agreement. In this further appeal after additional proceedings in the Court of Chancery, a majority opinion of the Delaware Supreme Court clarified that its 2022 decision did not disturb the Court of Chancery’s finding that counsel’s opinion as to likely material adverse effects from potential tax and regulatory changes was not rendered in good faith, which the Supreme Court held was a separate condition for the exercise of the call right.  The Supreme Court summarized the trial court’s findings of fact on that issue.  The Supreme Court accordingly remanded the matter for further proceedings on the plaintiffs’ claim against Loews Corporation for tortious interference with the partnership agreement.  A minority of the Supreme Court dissented based on their view, explained in their 2022 concurring opinion, that it sufficed that the legal opinion was rendered in subjective good faith based on opinion counsel’s understanding of the rights and provisions at issue.