From our private database of 14,100+ case briefs...
In re USACafes, L.P. Litigation
Court of Chancery of Delaware
600 A.2d 43 (1991)
USACafes, L.P. (the Partnership) was a limited partnership consisting of USACafes General Partner, Inc. (the General Partner) (defendant) and a large group of limited partners who owned partnership units (the Unitholders) (plaintiffs). In 1989, Metsa Acquisition Corp. (Metsa) (defendant) purchased substantially all of the Partnership’s assets. The unitholders sued the General Partner, the directors of the General Partner (the Directors) (defendants) and Metsa, alleging that the asset sale price had been unfairly low. They claimed that Metsa made side payments to the Directors to induce the Directors to cause the General Partner to accept the low price. The Unitholders alleged that the General Partner and its Directors had breached their duty of loyalty to the Unitholders by failing to obtain the best price, and that Metsa had induced the breach by offering the side payments. The Directors moved to dismiss the charges against them for failure to state a claim, asserting that while the General Partner owes a duty of loyalty to the Unitholders, the Directors themselves do not.
Rule of Law
Holding and Reasoning (Allen, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 221,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 14,100 briefs, keyed to 189 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.