This section contains the nature of the case and procedural background.

P held limited partnership units ('LP units') of D, a Delaware limited partnership. P brought a class action against the managers of the partnership. P claims a breach of the implied covenant of good faith and fair dealing. Ds moved to dismiss the Complaint in its entirety. P disputed the sale of a portion of the partnership and a triangular merger of the partnership into a wholly owned subsidiary of the purchaser. P alleges that because a 2009 Sale was neither fair nor reasonable to Ps, Ds breached their express contractual duties as well as the implied covenant of good faith and fair dealing. The Court of Chancery granted Ds' motion. Ps’ appealed.

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