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Brinckerhoff v. Enbridge Energy Co.

Delaware Supreme Court
159 A.3d 242 (2017)


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.)

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