Chancellor Chandler has announced his retirement as Delaware’s leading corporate trial judge (Pileggi and the WSJ).
News reports likely will focus on the Chancellor’s work on high-visibility corporate cases. But I think he made his most lasting mark in helping create a modern jurisprudence for sophisticated LLCs and limited partnerships.
Delaware statutory law laid the foundation in giving “maximum effect to the principle of freedom of contract and to the enforceability of” agreements in LLCs and limited partnerships. But it was left to the Delaware courts, and most notably Chancellor Chandler, to figure out how to give life to this principle of freedom of contract in the context of open-ended long-term agreements, unexpected situations and uncertain application of express contract terms.
The Chancellor responded to this challenge by eschewing a constrained corporate-type approach which gave primacy to statutory defaults, and taking the parties’ contract seriously. For a couple of examples that I’ve discussed in recent years, see here and here.
Here’s hoping the new Chancellor (rumored to be Strine) continues this tradition.
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