Background
Aron Youngerwood, who owns a 0.7335% limited-partner interest in AP Sulphur Spring LP, sought records concerning the sale of the partnership’s sole asset: a commercial warehouse in Baltimore. The partnership agreement gave each partner, upon prior notice to the company, access to the partnership’s books, accounts, and other records.
In a November 11, 2025 email, Youngerwood requested five categories of sale-related records, including buyer term sheets, the offering memorandum, the broker’s bid summary, purchaser-identification materials, and the signed or latest draft purchase agreement. After the partnership rejected the request, he brought a books-and-records action under both the partnership agreement and Delaware’s LP Act. A Magistrate in Chancery recommended production of only term sheets and the purchase agreement, applying the statute’s “necessary and essential” standard.
The Court’s Holding
Reviewing the Magistrate’s report de novo, Vice Chancellor Will held that the partnership agreement expanded the LP Act’s default inspection rights. Its plain language conditioned inspection on prior notice, not on a proper purpose or a showing that requested records were necessary and essential. Youngerwood’s November 11 email supplied valid notice, entitling him to records responsive to all five categories identified there.
The court nevertheless held that Youngerwood could not obtain the additional, broader categories first listed in his complaint because he had not given prior notice of those requests before filing suit. The court also reinstated AP Sulphur Spring GP LLC as a defendant because the general partner was properly subject to both the statutory and contractual inspection claims. It upheld dismissal of the special partner and Nir Kriel, and denied fee shifting because neither side’s conduct met Delaware’s bad-faith standard.
Key Takeaways
- An LP agreement may expressly expand Delaware’s default books-and-records limits.
- A contractual prior-notice requirement still confines relief to records identified before suit.
- A general partner may be a proper defendant in an LP books-and-records action; non-obligated affiliates and individuals are not.
Why It Matters
The decision reinforces that Delaware courts will enforce alternative-entity inspection provisions as written. Where an agreement grants broad access upon notice, courts will not import the LP Act’s necessary-and-essential limitation absent contractual language doing so.