Norton v. K-Sea Transportation Partners L.P.

K-Sea Transportation Partners L.P. (K-Sea) (defendant) was a publicly traded limited partnership. Kirby Corporation offered $329 million to purchase K-Sea, including $18 million for incentive distribution rights (IDRs) held by K-Sea’s general partner, K-Sea General Partner L.P. (the general partner) (defendant). The conflict of interest in the proposed compensation for IDRs triggered a review of the transaction by an independent conflicts committee. K-Sea’s partnership agreement modified the general partner’s common-law fiduciary duty by stating that in approving a transaction, the general partner did not have to consider the interests of K-Sea or its limited partners. Rather, the agreement gave the general partner discretion to approve a transaction so long as the general partner reasonably believed that the transaction was in the best interests of the partnership. In addition, the partnership agreement imposed on the general partner a duty of good faith in approving the transaction. However, the agreement established a conclusive presumption that the general partner acted in good faith if the general partner relied on an expert’s opinion in rendering its decision. The conflicts committee hired Stifel, Nicolaus & Company (Stifel) as an independent financial expert to review the merger. Stifel did not address the IDRs specifically but found that the price paid to K-Sea’s unaffiliated unitholders was fair. The conflicts committee recommended approval of the merger, and a majority of K-Sea’s unit-holders voted in favor. Edward Norton (plaintiff) filed a class action suit on behalf of the unaffiliated common unit-holders of K-Sea. Norton claimed that the general partner received excessive compensation for the IDRs and thus breached the partnership agreement. The Delaware Court of Chancery granted the defendants’ motion to dismiss. Norton appealed.