ESG Capital Partners II, LP v. Passport Special Opportunities Master Fund, LP – Delaware Court of Chancery Addresses Investment Fund Side Letter

April 2016

Publication| Limited Liability Company & Partnership Advisory

In a recent opinion, the Delaware Court of Chancery considered, among other things, the impact of an integration clause contained in a subscription agreement for interests in a Delaware limited partnership on a side letter between the limited partnership and an investor, as well as the authority of a general partner to cause the limited partnership to enter into such a side letter. On the facts of this case, the court found that the subscription agreement’s integration clause rendered the side letter a nullity and that the general partner did not have the authority to grant certain rights purported to be provided in the side letter.

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