Triple Error: Chief Justice Steele and Default - Contractual Duties in Delaware Limited Liability Companies and Limited Partnerships

Abstract

In a recent law review article Delaware Chief Justice Myron Steele argues that Delaware courts should interpret Delaware’s limited liability company (“LLC”) and limited partnership (“LP”) statutes as not including any default fiduciary duties. Therefore, he argues that the only fiduciary duties in Delaware LLCs and LPs arise from the parties’ express contract. Although such thought-piece musings from most state court jurists would not be particularly significant, the fact that Chief Justice Steele writes from a significant business law state means that attention is given to what he says. We argue that Chief Justice Steele is in error in three identifiable ways, which we elaborate in the remainder of this essay.