Boardwalk Pipeline Partners, LP v. Bandera Master Fund LP

Court of Chancery of the State of Delaware · 2024 · Corporations

Updated August 22, 2026

CorporationsLimited partnershipsContractImplied covenantTortious interferenceUnjust enrichmentDelaware LPcall right

Facts

Boardwalk was a publicly traded Delaware limited partnership controlled by Loews through its general partner. In 2018, after FERC's March 15 actions created temporary regulatory uncertainty, the general partner exercised a contractual call right to buy out the public unitholders; the prior post-trial opinion found that the required opinion of counsel was contrived and that the opinion condition was not satisfied. The Delaware Supreme Court later held that the proper internal decisionmaker made the acceptability determination and that reliance on Skadden's advice created a conclusive presumption of good faith and exculpation. On remand, plaintiffs pursued their remaining claims for tortious interference, breach of the implied covenant, unjust enrichment, and disclosure-based liability.

Issue

After the Supreme Court's remand and its good-faith and exculpation rulings, could plaintiffs still recover on alternative theories based on the same 2018 call-right exercise? Specifically, did the remaining facts support tortious interference, implied-covenant breach, unjust enrichment, or disclosure-based liability?

Rule

On remand, the trial court must follow the mandate and law of the case, treating undisturbed factual findings as settled. Tortious interference with contract requires a contract, defendant's knowledge, an intentional act that is a significant factor in causing breach, lack of justification, and injury; whether interference is improper is evaluated under the Restatement (Second) of Torts § 767 factors. The implied covenant applies only to contractual gaps and cannot contradict express contract terms; unjust enrichment is unavailable where the alleged wrong arises from a relationship governed by contract; and disclosure liability here required proof of material omission, while disclosures required by law were fair and reasonable to the partnership.

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A Delaware limited partnership litigated whether its general partner validly exercised a contractual buyout right. After trial, the Delaware Supreme Court reversed on one contractual condition and held that reliance on separate counsel created a conclusive presumption of good faith, but it did not disturb the trial court’s detailed factual findings about how a consultant’s report had been procured. On remand in Wilmington, the unitholders ask the trial court to disregard those prior factual findings and take new evidence to reach opposite findings on the same historical events.

How should the trial court proceed on remand?

Explanation. On remand, the trial court must follow the appellate mandate and law of the case. Undisturbed factual findings and legal rulings remain settled, and the trial court addresses only matters left open by the remand. That is the framework the court applied when analyzing the remaining theories after appeal. (Derived from Boardwalk Pipeline Partners, LP v. Bandera Master Fund LP (n.d.).)