Brinckerhoff v. Enbridge Energy Co.
Delaware Supreme Court
159 A.3d 242 (2017)

- Written by Sean Carroll, JD
Facts
Peter Brinckerhoff (plaintiff) was a long-term public investor in Enbridge Energy Partners, L.P. (EEP) (defendant). EEP’s general partner (EEP GP) (defendant) was controlled by Enbridge, Inc. (Enbridge). EEP’s limited partnership agreement contained a general good-faith standard of care (section 6.10(d)) and also a specific provision (section 6.6(e)) prohibiting EEP GP from property deals with EEP unless the transaction was fair and reasonable to EEP. Further, the agreement contained an exculpatory clause, shielding EEP GP from monetary damages for any actions taken in good faith. In 2009, Enbridge bought from EEP an interest in the Alberta Clipper project. In 2014, Enbridge suggested that EEP repurchase the interest. The repurchase price was $200 million more than Enbridge paid to EEP in 2009, despite declining earnings before interest, taxes, depreciation, and amortization (EBITDA) of the asset and declining oil prices. Further, as part of the repurchase, EEP would amend its limited partnership agreement to include a special tax allocation, pursuant to which certain EEP partnership assets would be allocated to public investors of EEP, thus increasing the investors’ tax burdens, while decreasing EEP GP’s (and thereby, Enbridge’s) tax burdens. Brinckerhoff filed suit, alleging that the transaction violated EEP’s limited partnership agreement because it was not undertaken in good faith. The Delaware Court of Chancery granted EEP GP’s motion to dismiss. Brinckerhoff appealed.
Rule of Law
Issue
Holding and Reasoning (Seitz, J.)
What to do next…
Here's why 815,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.