Solow v. Aspect Resources, LLC

In Solow v. Aspect Resources, LLC, 2004 WL 2694916 (Del Ch Ct 2004), the limited partner sued the general partner and the general partner's affiliates (the Aspen entities) and the individual controlling shareholder of the Aspen entities. The complaint alleged that defendants breached the partnership agreement by (1) improperly reinvesting partnership revenue, (2) engaging in unapproved sales of partnership property, (3) failing to offer plaintiff an opportunity to participate in another venture, and (4) improperly substituting the general partner. The complaint further alleged that these same bad acts constituted breaches of defendants' fiduciary duties. The Court dismissed the fiduciary claims "because of the primacy of contract law over fiduciary law, if the duty sought to be enforced arises from the parties' contractual relationship, a contractual claim will preclude a fiduciary claim" The Court, however, stated that it would have considered other claims that were inherently breach of fiduciary claims, such as an unauthorized sale of all or substantially all of the partnership assets, "which might have fiduciary implications independent of the partnership agreement" or a claim alleging a usurpation of partnership opportunity.