IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MADISON AVENUE INVESTMENT )
PARTNERS, LLC, and MADISON 1
LIQUIDITY INVESTORS 104, LLC, )
Plaintiffs, 1
> .
V. 1 C.A. No. 19059
AMERICA FIRST REAL ESTATE 1 *
INVESTMENT PARTNERS, L.P., 1
AMERICA FIRST TAX EXEMPT 1
INVESTORS, L.P., AMERICA FIRST )
APARTMENT INVESTORS, L.P., >
AMERICA FIRST CAPITAL SOURCE I, )
L.L.C., AMERICA FIRST CAPITAL )
ASSOCIATES LIMITED PARTNERSHIP )
TWO, and AMERICA FIRST CAPITAL )
PARTNERSHIP FOUR, 1)
Defendants. )
MEMORANDUM OPINION
Submitted: May 7, 2002
Decided: July 25, 2002
Richard D. Heins, Esquire, Philip Trainer, Jr., Esquire, and Tiffany L.
Geyer, Esquire, ASHBY & GEDDES, Wilmington, Delaware, Attorneys for
Plaintiff.
David A. Jenkins, Esquire, SMITH, KATZENSTEIN & FURLOW, LLP,
Wilmington, Delaware, and David L. Stein, Esquire, and Robert P. Haney,
Esquire, COVINGTON & BURLING, New York, New York, Attorneys for
Defendants.
This is a books and records action brought by two limited partners
against three Delaware limited partnerships and their general partners. For
the reasons that follow, I will grant in part and deny in part plaintiffs'
requests.
I. .
Plaintiffs Madison Avenue Investment Partners, LLC ("Madison
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
AMERICA FIRST CAPITAL SOURCE I,)
Richard D. Heins, Esquire, Philip Trainer, Jr., Esquire, and Tiffany L. Geyer, Esquire, ASHBY
This is a books and records action brought by two limited partners
against three Delaware limited partnerships and their general partners.
I will grant in part and deny in part plaintiffs'
Plaintiffs Madison Avenue Investment Partners,
Avenue") and Madison Partnership Liquidity Investors 104,
in limited partnership interests,
Madison Avenue is a unit holder of defendants America First Apartment
Investors, L.P. and America First Tax Exempt
Investors, L.P. ("Tax Exempt Investors").
America First Real Estate Investment Partners,
is the general partner of Apartment Investors.
' The standard these Partnership Agreements set
The Partnership's books and records shall be available during ordinary business hours for
t the reasonable costs of fulfilling such request, including copying expenses, shall be paid by the
subsidiary operating partnerships (as defined in the partnership's most recent
and all financial statements and operating results relating to
disclose was inadequate to allow for a proper valuation of its investment.
provisions respecting the form and manner of making demand for obtaining
This condition is the basis for the scope of inspection analysis made below.
"Each limited partner has the right, subject to such reasonable standards as may be set forth
have Plaintiffs stated a proper purpose
Partnerships (and the subsidiaries of Real Estate Investment Partners) without
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