B. Holmes and Matthew D. Taylor, Holmes Taylor Scott &
Jones LLP, Los Angeles, California, for Defendant-Appellant.
Jeffrey Engerman, Law Offices of Jeffrey C. Engerman PC, Los
Alamitos, California, for Plaintiff-Appellee.
Before: Johnnie B. Rawlinson and Mary H. Murguia, Circuit
Judges, and James Rodney Gilstrap, [*] District Judge.
CERTIFYING A QUESTION OF LAW PURSUANT TO DELAWARE SUPREME
COURT RULE 41
Question to the Delaware Supreme Court
panel certified the following question of state law to the
Supreme Court of the State of Delaware:
In a Delaware limited partnership, does a general
partner's request to a 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, may the limited partner prevail on a
breach-of-fiduciary-duty claim without proving reliance and
reasons explained in the certificate below, we find that this
case involves an important issue of Delaware law, which
Delaware courts have yet to resolve. Therefore, we
respectfully certify a question of law to the Supreme Court
of the State of Delaware. See Del. Sup. Ct. R. 41.
Clerk of this Court is directed to file in the Supreme Court
of Delaware six certified copies of this certificate and
provide copies of the record if requested. This case is
withdrawn from submission and stayed pending final action by
the Supreme Court of Delaware. The Clerk is directed to
administratively close this docket pending further order. The
parties shall notify this Court within 14 days of the Supreme
Court of Delaware's acceptance or rejection of
certification, and, if certification is accepted, within 14
days of the issuance of a decision.
OF QUESTION OF LAW
The nature and stage of the proceedings are:
a Delaware limited partnership breach-of-fiduciary-duty case.
Albert Goodman, plaintiff-appellee, sued Bert Dohmen,
defendant-appellant, alleging a breach of the duty of
disclosure in connection with a request for limited-partner
action. The district court held a bench trial, found Dohmen
liable, and awarded Goodman monetary damages. Dohmen
appealed, arguing, inter alia, that his duty of disclosure
was not triggered because there was no request for
limited-partner action within the meaning of Delaware law.
The appeal was argued and submitted on April 11, 2019, in
The following facts ...