SI Management L.P. v. Wininger

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that ambiguous terms in a partnership agreement that was drafted only by the general partner should be construed against the general partner under the principle of contra proferentem
• applying the principle to limited partnership agreement that was not a bilateral negotiated agreement
• reviewing the Court of Chancery’s findings of fact for abuse of discretion, but its determinations on legal principles de novo
• ”[U]nless extrinsic evidence can speak to the intent of all parties to a contract, it provides an incomplete guide with which to interpret contractual language.”
• “[I]t is proper to consider extrinsic evidence of bilateral negotiations when there is an ambiguous contract that was the product of those negotiations.”
• “If the statute is unambiguous, there is no room for interpretation, and the plain meaning of the words controls.” (Ingram v. Thrope, 747 A.2d 545, 547 (Del. 2000))

Source: CourtListener parenthetical corpus (CC0).