Latest Case: Dohmen v. Goodman (Business Law)

Trump’s Upcoming Refusal to Leave Office: The Good News

NEIL H. BUCHANAN

In this two-part series of columns, UF Levin College of Law professor Neil H. Buchanan discusses some new reasons for guarded optimism that Americans are beginning to recognize—and thus might be able to mitigate—the danger Donald Trump represents to American democracy. In this first part, Buchanan grounds his guarded optimism in Joe Biden’s expressly voicing concern that Trump will not leave the White House if he loses the election.

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How the President and Attorney General Could Have Avoided the Geoffrey Berman Debacle

VIKRAM DAVID AMAR

Illinois Law dean and professor Vikram David Amar comments on the recent dispute over the U.S. Attorney for the Southern District of New York and explains what President Trump and Attorney General Barr could have done to avoid the problem altogether. Amar describes a process that, if followed, could have allowed the administration to appoint their first-choice candidate without causing the controversy in which it now finds itself.

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Dohmen v. Goodman

Docket: 403, 2019

Opinion Date: June 23, 2020

Judge: Seitz

Areas of Law: Business Law, Corporate Compliance

The Ninth Circuit Court of Appeals certified a question of law to the Delaware Supreme Court arising out of an appeal from the federal district court for the Central District of California. The question asked whether in a Delaware limited partnership, does the general partner’s request to the limited partner for a one-time capital contribution constitute a request for limited partner action such that the general partner has a duty of disclosure, and if the general partner fails to disclose material information in connection with the request, could the limited partner prevail on a breach of fiduciary duty claim and recover compensatory damages without proving reliance and causation? The Delaware Court responded in the negative: "[f]undamentally, this is not a duty to disclose case - it is a breach of the duty of loyalty case for failure to tell the truth." Under the stipulated facts of this dispute, the general partner’s request to a limited partner for a one-time capital contribution does not constitute a request for limited partner action such that the general partner has a fiduciary duty of disclosure. Even if the general partner had a fiduciary duty of disclosure, if the general partner failed to disclose material information in connection with the request, the limited partner cannot recover compensatory damages without proving reliance and causation.