Commercial Law Counseling - CLIENT ALERT

September 8, 2009

The recent Chancery Court decision in Stockman v. Heartland Industrial Partners L.P. considered the advancement and indemnification provisions in a Delaware limited partnership agreement.  Click here to download a copy of the court’s opinion.  The case is important for its specific holding with respect to the construction of those provisions. 
 
However, the greater significance of the case may be the broad principle it enunciated that, as a general matter, ambiguous terms in the constituent documents of a limited partnership will be construed against the partnership.  Presumably, this principle would also apply to the construction of a limited liability company agreement.
 
Click here for a Commercial Law Counseling Group discussion of the implications of this decision.