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J&J Celcom (Ps), minority partners, acquired their fractional interests in nine regional cellular telephone partnerships through a lottery. The key asset in each partnership included the right to own licenses for various cellular radio frequencies. Ps owned less than five percent of each partnership, and AT&T Wireless Services (D) owned the remainder. D invoked its majority interest in each partnership and voted to buy out the minority partners. D offered to buy out Ps at a price slightly higher than the third party appraisal of four of the nine partnerships. D sent letters to Ps offering an opportunity to sell voluntarily. The letters stated that, if any Ps declined the offer, D would vote to sell the assets of its partnership to an affiliated entity at the appraised value, dissolve the partnership, and pay Ps their pro rata share of the purchase price. Some people declined the offer, and D proceeded with the asset sales. Ps, who opposed the asset sales, filed suit in the federal District Court alleging (1) Breach of Contract, (2) Breach of Implied Covenant of Good Faith and Fair Dealing, (3) Breach of Fiduciary Duties, (4) Claims of Misrepresentation, (5) Tortious Interference, and (6) Unjust Enrichment. D moved for summary judgment. Ps cross-moved for partial summary judgment on liability. The district court granted D's motion and denied Ps' motion. Ps appealed. The Ninth Circuit affirmed on all but one of the issues. It held that the asset sale transactions did not breach either the partnership agreements or the implied covenant of good faith and fair dealing. The Ninth Circuit ruled that the asset sale transactions were based on prices that were fair as a matter of law. The Circuit then certified the following question: Does a controlling partner violate the duty of loyalty to the partnership or to dissenting minority partners where the controlling partner causes the partnership to sell all its assets to an affiliated party at a price determined by a third party appraisal, when the appraisal and the parties to the transaction are disclosed and the partnership agreement allows for sale of assets upon majority or supermajority vote, but the partnership agreement is silent on the subject of sale to a related party?

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