The Delaware Supreme Court issued its latest decision on December 11 2025 in the long‑running dispute over Lo Ews Corporation’s 2018 purchase of the remaining 49.8 percent of Boardwalk Pipeline Partners, LP. The court found that Lo Ews breached the partnership agreement by improperly exercising a call right, and remanded the tortious‑interference claim back to the Delaware Court of Chancery while affirming Lo Ews’s victory on all other issues.
Lo Ews acquired the minority interests in Boardwalk Pipelines for an estimated $1.5 billion in 2018, a move that took the company from a public master limited partnership to a privately held entity. The litigation began in 2021 when the Chancery Court awarded former minority unit holders about $690 million plus interest. A 2022 Supreme Court reversal and a 2024 Chancery ruling in Lo Ews’s favor left the tortious‑interference claim unresolved, prompting the current remand.
The court’s finding centers on Lo Ews’s exercise of a call right that required a good‑faith legal opinion and the correct entity to deem the transaction acceptable. The breach was deemed that Lo Ews failed to meet these contractual prerequisites, violating the partnership agreement’s call‑right provisions. Because the claim was remanded, the Chancery Court will again decide whether Lo Ews is liable for tortious interference, with potential damages and accrued interest dating back to the 2018 transaction if liability is found.
Lo Ews’s president and CEO Ben Tisch expressed frustration at the court’s decision, noting that the company had already secured a favorable outcome on the majority of claims. He emphasized that the remaining claim could materially affect Lo Ews’s financial statements and capital allocation, as a liability would require the company to accrue interest and potentially record a loss. The company’s legal team is preparing for a second Chancery hearing, while management remains confident that the evidence supports Lo Ews’s compliance with the call‑right requirements.
The ruling underscores the complexity of Delaware partnership law and the importance of strict adherence to contractual call‑right provisions. For Lo Ews, the decision preserves its control over Boardwalk Pipelines and its ability to manage the asset without further litigation, but the unresolved claim introduces uncertainty that could impact future earnings and balance‑sheet metrics. The outcome also signals to investors that while Lo Ews has largely won the legal battle, a single claim still carries the potential for significant financial exposure.
Overall, the Delaware Supreme Court’s decision marks a partial victory for Lo Ews, affirming its control over Boardwalk Pipelines while leaving a single tortious‑interference claim to be decided again by the Chancery Court. The company’s management remains focused on mitigating the potential financial impact of the remanded claim while continuing to operate and grow its diversified portfolio.
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