6 Del. C. § 4-201 — Delaware Code / Title 6 / Article 4 / Part 2 / Section 4-201
§ Â
        4-201. Status of collecting bank as agent and provisional status of credits; applicability of article; item indorsed âpay any bankâ.
Status: in_force

(a) Unless a contrary intent clearly appears and before the time that a settlement given by a collecting bank for an item is or becomes final, the bank, with respect to the item, is an agent or sub-agent of the owner of the item and any settlement given for the item is provisional. This provision applies regardless of the form of indorsement or lack of indorsement and even though credit given for the item is subject to immediate withdrawal as of right or is in fact withdrawn; but the continuance of ownership of an item by its owner and any rights of the owner to proceeds of the item are subject to rights of a collecting bank, such as those resulting from outstanding advances on the item and rights of recoupment or setoff. If an item is handled by banks for purposes of presentment, payment, collection, or return, the relevant provisions of this Article apply even though action of the parties clearly establishes that a particular bank has purchased the item and is the owner of it.

(b) After an item has been indorsed with the words “pay any bank” or the like, only a bank may acquire the rights of a holder until the item has been:

(1) Returned to the customer initiating collection; or

(2) Specially indorsed by a bank to a person who is not a bank.
6 Del. C. § 4-402 — Delaware Code / Title 6 / Article 4 / Part 4 / Section 4-402
§ Â
        4-402. Bankâs liability to customer for wrongful dishonor; time of determining insufficiency of account.
Status: in_force

(a) Except as otherwise provided in this Article, a payor bank wrongfully dishonors an item if it dishonors an item that is properly payable, but a bank may dishonor an item that would create an overdraft unless it has agreed to pay the overdraft.

(b) A payor bank is liable to its customer for damages proximately caused by the wrongful dishonor of an item. Liability is limited to actual damages proved and may include damages for an arrest or prosecution of the customer or other consequential damages. Whether any consequential damages are proximately caused by the wrongful dishonor is a question of fact to be determined in each case.

(c) A payor bank’s determination of the customer’s account balance on which a decision to dishonor for insufficiency of available funds is based may be made at any time between the time the item is received by the payor bank and the time that the payor bank returns the item or gives notice in lieu of return, and no more than one determination need be made. If, at the election of the payor bank, a subsequent balance determination is made for the purpose of reevaluating the bank’s decision to dishonor the item, the account balance at that time is determinative of whether a dishonor for insufficiency of available funds is wrongful.
6 Del. C. § 2-721 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-721
§ Â
        2-721. Remedies for fraud.
Status: in_force

Remedies for material misrepresentation or fraud include all remedies available under this Article for non-fraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
6 Del. C. § 18-205 — Delaware Code / Title 6 / Chapter 18 / Subchapter II / Section 18-205
§ Â
        18-205. Execution, amendment or cancellation by judicial order.
Status: in_force

(a) If a person required to execute a certificate required by this chapter fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the certificate. If the Court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate certificate.

(b) If a person required to execute a limited liability company agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the limited liability company agreement or amendment thereof. If the Court finds that the limited liability company agreement or amendment thereof should be executed and that any person required to execute the limited liability company agreement or amendment thereof has failed or refused to do so, it shall enter an order granting appropriate relief.
6 Del. C. § 3-413 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-413
§ Â
        3-413. Obligation of acceptor.
Status: in_force

(a) The acceptor of a draft is obliged to pay the draft (i) according to its terms at the time it was accepted, even though the acceptance states that the draft is payable “as originally drawn” or equivalent terms, (ii) if the acceptance varies the terms of the draft, according to the terms of the draft as varied, or (iii) if the acceptance is of a draft that is an incomplete instrument, according to its terms when completed, to the extent stated in Sections 3-115 and 3-407. The obligation is owed to a person entitled to enforce the draft or to the drawer or an indorser who paid the draft under Section 3-414 or 3-415.

(b) If the certification of a check or other acceptance of a draft states the amount certified or accepted, the obligation of the acceptor is that amount. If (i) the certification or acceptance does not state an amount, (ii) the amount of the instrument is subsequently raised, and (iii) the instrument is then negotiated to a holder in due course, the obligation of the acceptor is the amount of the instrument at the time it was taken by the holder in due course.
6 Del. C. § 17-1004 — Delaware Code / Title 6 / Chapter 17 / Subchapter X / Section 17-1004
§ Â
        17-1004. Expenses.
Status: in_force

If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from any recovery in any such action or from a limited partnership.
6 Del. C. § 2A-502 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-502
§ Â
        2A-502. Notice after default.
Status: in_force

Except as otherwise provided in this Article or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of default or notice of enforcement from the other party to the lease agreement.
6 Del. C. § 2A-520 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-520
§ Â
        2A-520. Lesseeâs incidental and consequential damages.
Status: in_force

(1) Incidental damages resulting from a lessor’s default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected or goods the acceptance of which is justifiably revoked, any commercially reasonable charges, expenses, or commissions in connection with effecting cover, and any other reasonable expense incident to the default.

(2) Consequential damages resulting from a lessor’s default include:

(a) Any loss resulting from general or particular requirements and needs of which the lessor at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and

(b) Injury to person or property proximately resulting from any breach of warranty.
6 Del. C. § 15-602 — Delaware Code / Title 6 / Chapter 15 / Subchapter VI / Section 15-602
§ Â
        15-602. Partnerâs power to dissociate; wrongful dissociation.
Status: in_force

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to § 15-601(1) of this title.

(b) A partner’s dissociation is wrongful only if any of the following apply:

(1) It is in breach of an express provision of the partnership agreement; or

(2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking if any of the following apply:

(i) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation by death or otherwise under § 15-601(6) through (12) of this title or wrongful dissociation under this subsection;

(ii) The partner is expelled by judicial determination under § 15-601(5) of this title;

(iii) The partner is dissociated under § 15-601(6) of this title; or

(iv) In the case of a partner who is not an individual, trust (other than a statutory trust), or estate, the partner is expelled or otherwise dissociated because it wilfully dissolved or terminated.

(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. Such liability is in addition to any other obligation of the partner to the partnership or to the other partners.
6 Del. C. § 2-106 — Delaware Code / Title 6 / Article 2 / Part 1 / Section 2-106
§ Â
        2-106. Definitions: âcontractâ; âagreementâ; âcontract for saleâ; âsaleâ; âpresent saleâ; âconformingâ to contract; âterminationâ; âcancellationâ; âhybrid transactionâ.
Status: in_force

(1) In this Article unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing of title from the seller to the buyer for a price (Section 2-401). A “present sale” means a sale which is accomplished by the making of the contract.

(2) Goods or conduct including any part of a performance are “conforming” or conform to the contract when they are in accordance with the obligations under the contract.

(3) “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On “termination” all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.

(4) “Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination” except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.

(5) “Hybrid transaction” means a single transaction involving a sale of goods and:

(a) the provision of services;

(b) a lease of other goods; or

(c) a sale, lease, or license of property other than goods.
6 Del. C. § 73-206 — Delaware Code / Title 6 / Chapter 73 / Subchapter II / Section 73-206
§ Â
        73-206. Stop orders.
Status: in_force

(a) Subject to § 73-208(e) of this title, the Director may issue a stop order prohibiting the offering and sale of a security, or the Director may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement, if the Director finds that the order is in the public interest and that:

(1) The registration statement as of its effective date or as of any earlier date in the case of an order denying effectiveness, or any amendment or renewal under § 73-205(f) of this title as of its effective date, or any report under § 73-205(e) of this title is incomplete in any material respect or contains any statement which was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact;

(2) Any provision of this chapter or any rule, order, or condition lawfully imposed under this chapter has been violated, in connection with the offering, by:

a. The person filing the registration statement;

b. The issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or

c. Any underwriter;

(3) The security registered or sought to be registered is the subject of an administrative stop order or similar order or permit or temporary injunction of any court of competent jurisdiction entered under any federal or state act applicable to the offering; but the Director may not institute the proceeding against an effective registration statement under this subsection more than one year from the date of the order or injunction relied on, and may not enter an order under this subsection on the basis of an order or injunction entered under any other state act unless that order or injunction is based on facts which would currently constitute a ground for stop order under this section;

(4) The issuer’s enterprise or method of business includes or would include activities which are illegal where performed;

(5) The offering has worked or tended to work a fraud upon purchasers or would so operate;

(6) The offering has been or would be made with unreasonable amounts of underwriters’ and sellers’ discounts, commissions, or other compensation, or promoters’ profits or participation, or unreasonable amounts or kinds of options;

(7) The applicant or registrant has failed to pay the proper filing fee; but the Director shall vacate any such order when the deficiency has been corrected; or

(8) When a security is sought to be registered by coordination, there has been a failure to comply with the undertaking required by § 73-203(b)(4) of this title.

(b) The Director may not institute a stop-order proceeding against an effective registration statement on the basis of a fact or transaction known to the Director when the registration statement became effective, unless the proceeding is instituted within the next 90 days.

(c) The Director may by order summarily postpone or suspend the effectiveness of the registration statement pending final determination of any proceeding under this section. Upon the entry of the order, the Director shall promptly notify each person specified in subsection (d) of this section that it has been entered and of the reasons therefor and that within 15 days after the receipt of a written request the matter will be set down for hearing. If no hearing is requested and none is ordered by the Director, the order will remain in effect until it is modified or vacated by the Director. If a hearing is requested or ordered, the Director, after notice of and opportunity for hearing to each person specified in subsection (d) of this section, may modify or vacate the order or extend it until final determination.

(d) No stop order may be entered under any part of this section, except the first sentence of subsection (c) of this section, without appropriate prior notice to the applicant making the filing, the issuer, and the person on whose behalf the securities are to be or have been offered, opportunity for hearing, and written findings of fact and conclusions of law.

(e) The Director may vacate or modify a stop order upon finding that the conditions which prompted entry have changed or that it is otherwise in the public interest to do so.
6 Del. C. § 1-202 — Delaware Code / Title 6 / Article 1 / Part 2 / Section 1-202
§ Â
        1-202. Notice; knowledge.
Status: in_force

(a) Subject to subsection (f), a person has “notice” of a fact if the person:

(1) Has actual knowledge of it;

(2) Has received a notice or notification of it; or

(3) From all the facts and circumstances known to the person at the time in question, has reason to know that it exists.

(b) “Knowledge” means actual knowledge. “Knows” has a corresponding meaning.

(c) “Discover”, “learn”, or words of similar import refer to knowledge rather than to reason to know.

(d) A person “notifies” or “gives” a notice or notification to another person by taking such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.

(e) Subject to subsection (f), a person “receives” a notice or notification when:

(1) It comes to that person’s attention; or

(2) It is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.

(f) Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual’s attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
6 Del. C. § 5-109 — Delaware Code / Title 6 / Article 5 / Section 5-109
§ Â
        5-109. Fraud and forgery.
Status: in_force

(a) If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but a required document is forged or materially fraudulent, or honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant:

(1) the issuer shall honor the presentation, if honor is demanded by (i) a nominated person who has given value in good faith and without notice of forgery or material fraud, (ii) a confirmer who has honored its confirmation in good faith, (iii) a holder in due course of a draft drawn under the letter of credit which was taken after acceptance by the issuer or nominated person, or (iv) an assignee of the issuer’s or nominated person’s deferred obligation that was taken for value and without notice of forgery or material fraud after the obligation was incurred by the issuer or nominated person; and

(2) the issuer, acting in good faith, may honor or dishonor the presentation in any other case.

(b) If an applicant claims that a required document is forged or materially fraudulent or that honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant, a court of competent jurisdiction may temporarily or permanently enjoin the issuer from honoring a presentation or grant similar relief against the issuer or other persons only if the court finds that:

(1) the relief is not prohibited under the law applicable to an accepted draft or deferred obligation incurred by the issuer;

(2) a beneficiary, issuer, or nominated person who may be adversely affected is adequately protected against loss that it may suffer because the relief is granted;

(3) all of the conditions to entitle a person to the relief under the law of this State have been met; and

(4) on the basis of the information submitted to the court, the applicant is more likely than not to succeed under its claim of forgery or material fraud and the person demanding honor does not qualify for protection under subsection (a)(1).
6 Del. C. § 17-802 — Delaware Code / Title 6 / Chapter 17 / Subchapter VIII / Section 17-802
§ Â
        17-802. Judicial dissolution.
Status: in_force

On application by or for a partner the Court of Chancery may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
6 Del. C. § 7715 — Delaware Code / Title 6 / Chapter 77 / Section 7715
§ Â
        7715. Conclusion of ADR.
Status: in_force

Any settlement of the dispute submitted to ADR shall be reduced to writing as soon as possible after the settlement is reached, with such writing to be prepared by the ADR Specialist (unless the parties otherwise agree as part of their settlement that they will prepare the writing) and shall be signed by the parties to be valid and binding upon them. If no settlement is reached at the close of business on the day the ADR is commenced or after further mediation at the parties request until an impasse is declared, the ADR Specialist shall declare the ADR has concluded by advising the parties in writing.
6 Del. C. § 7605 — Delaware Code / Title 6 / Chapter 76 / Section 7605
§ Â
        7605. Blank spaces.
Status: in_force

All blank spaces on lease-purchase agreement forms must be filled in before the lease-purchase agreement is executed. Blank spaces that are provided for items or terms not applicable to the agreement must be crossed out.
6 Del. C. § 5006 — Delaware Code / Title 6 / Chapter 50 / Section 5006
§ Â
        5006. Affirmative defense to claim.
Status: in_force

It shall be an affirmative defense to a claim under this chapter that the alleged nonconformity does not substantially impair the use, value or safety of the new automobile or that the nonconformity is the result of abuse or neglect or of unauthorized modifications or alterations of the new automobile by anyone other than the manufacturer, its agent or dealer.
6 Del. C. § 1-301 — Delaware Code / Title 6 / Article 1 / Part 3 / Section 1-301
§ Â
        1-301. Territorial applicability; partiesâ power to choose applicable law.
Status: in_force

(a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation the parties may agree that the law either of this State or of such other state or nation shall govern their rights and duties.

(b) In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), the Uniform Commercial Code applies to transactions bearing an appropriate relation to this state.

(c) If one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:

(1) Section 2-402;

(2) Sections 2A-105 and 2A-106;

(3) Section 4-102;

(4) Section 4A-507;

(5) Section 5-116;

(6) Section 8-110;

(7) Sections 9-301 through 9-307;

(8) Section 12-107.
6 Del. C. § 5506 — Delaware Code / Title 6 / Chapter 55 / Section 5506
§ Â
        5506. Use of term âDelaware Coordinate Systemâ.
Status: in_force

As established for use, the Delaware Coordinate System of 1927 or the Delaware Coordinate System of 1983 shall be named; and in any land description in which it is used, it shall be designated the “Delaware Coordinate System of 1927” or “Delaware Coordinate System of 1983,” as applicable.

The use of the term “Delaware Coordinate System of 1927” or “Delaware Coordinate System of 1983” on any map, report of survey or other document shall be limited to coordinates based on the Delaware Coordinate System as defined in this chapter.
6 Del. C. § 5-110 — Delaware Code / Title 6 / Article 5 / Section 5-110
§ Â
        5-110. Warranties.
Status: in_force

(a) If its presentation is honored, the beneficiary warrants:

(1) to the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in Section 5-109(a); and

(2) to the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.

(b) The warranties in subsection (a) are in addition to warranties arising under Article 3, 4, 7, and 8 because of the presentation or transfer of documents covered by any of those Articles.
6 Del. C. § 2903 — Delaware Code / Title 6 / Chapter 29 / Section 2903
§ Â
        2903. Manufacturers.
Status: repealed

Repealed by 77 Del. Laws, c. 394, § 3, effective July 15, 2010.
6 Del. C. § 2-102 — Delaware Code / Title 6 / Article 2 / Part 1 / Section 2-102
§ Â
        2-102. Scope; certain security and other transactions excluded from this article.
Status: in_force

(1) Unless the context otherwise requires, and except as provided in subsection (3), this Article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (2).

(2) In a hybrid transaction:

(a) If the sale-of-goods aspects do not predominate, only the provisions of this Article which relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply.

(b) If the sale-of-goods aspects predominate, this Article applies to the transaction but does not preclude application in appropriate circumstances of other law to aspects of the transaction which do not relate to the sale of goods.

(3) This Article does not:

(a) apply to a transaction that, even though in the form of an unconditional contract to sell or present sale, operates only to create a security interest; or

(b) impair or repeal a statute regulating sales to consumers, farmers, or other specified classes of buyers.
6 Del. C. § 3302 — Delaware Code / Title 6 / Chapter 33 / Section 3302
§ Â
        3302. Definitions.
Status: in_force

The following words, terms and phrases, when used in this chapter, shall have the meaning ascribed to them except where the context clearly indicates a different meaning:

(1) “Applicant” shall mean any person filing an application for registration of a trademark under this chapter, the applicant’s legal representatives, successors or assigns.

(2) “Mark” shall include any trademark or service mark entitled to registration under this chapter, whether registered or not.

(3) “Person” shall mean any individual, firm, partnership, corporation, association, union or other organization.

(4) “Registrant” shall mean the person to whom the registration of a trademark under this chapter is issued, that person’s legal representatives, successors or assigns.

(5) “Service mark” shall mean a mark used in the sale or advertising of services to identify the services of 1 person and distinguish them from the services of others.

(6) “Trademark” shall mean any word, name, symbol or device or any combination thereof adopted and used by a person to identify goods made or sold by that person, and to distinguish them from goods made or sold by others.

(7) “Trade name” shall mean a word, name, symbol, device or any combination thereof used by a person to identify a business, vocation or occupation and distinguish it from the business, vocation or occupation of others.

(8) For the purposes of this chapter, a trademark shall be deemed to be “used” in this State:

a. On goods, when it is placed in any manner on the goods, their containers or the displays associated therewith, or on labels affixed thereto and such goods are sold or otherwise distributed within this State; and

b. On services, when the trademark is used or displayed in the sale or advertising of services and the services are rendered in this State.
6 Del. C. § 2505F — Delaware Code / Title 6 / Chapter 25F / Section 2505F
§ Â
        2505F. Penalties.
Status: in_force

(a) A person who violates this chapter is subject to a civil penalty, in addition to all costs, of not more than $10,000 per violation.

(b) If the violation is against an elder person or person with a disability, a person who violates this chapter is subject to an additional civil penalty of not more than $10,000 per violation under § 2581 of this title.

(c) Each day that a wilful violation continues is considered a separate violation.

(d) For the purpose of this chapter, a wilful violation occurs when the person committing the violation knew or should have known that the person’s conduct was prohibited under this chapter.
6 Del. C. § 2202 — Delaware Code / Title 6 / Chapter 22 / Section 2202
§ Â
        2202. Definitions.
Status: in_force

For the purposes of this chapter, the following terms shall have the following meanings:

(1) “Consumer” means an individual who is a resident of Delaware.

(2) “Consumer report” or “credit report” means any written, oral, or other communication of any information by a consumer reporting agency bearing on a consumer’s credit worthiness, credit standing, credit score, credit capacity, character, general reputation, personal characteristics, or mode of living which is used or expected to be used or collected in whole or in part for the purpose of serving as a factor in establishing the consumer’s eligibility for:

a. Credit or insurance to be used primarily for personal, family, or household purposes, except that nothing in this chapter authorizes the use of credit evaluations, credit scoring or insurance scoring in the underwriting of personal lines of property or casualty insurance;

b. Employment purposes; or

c. Any other purpose authorized under section 15 U.S.C. § 1681b.

(3) “Consumer reporting agency” means any person which, for monetary fees, dues, or on a cooperative nonprofit basis, regularly engages in whole or in part in the practice of assembling or evaluating consumer credit information or other information on consumers for the purpose of furnishing consumer reports to third parties.

(4) “Credit card” has the same meaning as in § 103 of the Truth in Lending Act [15 U.S.C. § 1602].

(5) “Credit history” means any written, oral, or other communication of any information by a consumer reporting agency bearing on a consumer’s creditworthiness, credit standing, or credit capacity that is used or expected to be used, or collected in whole or in part, for the purpose of determining personal lines insurance premiums or eligibility for coverage.

(6) “Debit card” means any card or device issued by a financial institution to a consumer for use in initiating an electronic fund transfer from the account holding assets of the consumer at such financial institution, for the purpose of transferring money between accounts or obtaining money, property, labor, or services.

(7) The term “person” means any individual, partnership, corporation, trust, estate, cooperative, association, government or governmental subdivision or agency, or other entity.
6 Del. C. § 2501I — Delaware Code / Title 6 / Chapter 25I / Section 2501I
§ Â
        2501I. Sealed container defense in product liability.
Status: in_force

(a) In this section, the following words have the meanings indicated:

(1) a. “Manufacturer” means a designer, assembler, fabricator, constructor, compounder, producer or processor of any product or its component parts.

b. “Manufacturer” includes an entity not otherwise a manufacturer that imports a product or otherwise holds itself out as a manufacturer.

(2) “Product” means any tangible article, including attachments, accessories and component parts and accompanying labels, warnings, instructions and packaging.

(3) “Sealed container” means a box, container, package, wrapping, encasement or housing of any nature that covers a product so that it would be unreasonable to expect a seller to detect or discover the existence of a dangerous or defective condition in the product. A product shall be deemed to be in a sealed container if the product, by its nature and design, is encased or sold in any other manner making it unreasonable to expect a seller to detect or discover the existence of a dangerous or defective condition.

(4) a. “Seller” means a wholesaler, distributor, retailer or other individual or entity other than a manufacturer that is regularly engaged in the selling of a product whether the sale is for resale by the purchaser or is for use or consumption by the ultimate consumer.

b. “Seller” includes a lessor or bailor regularly engaged in the business of the lease or bailment of the product.

(5) “Similar product” means another article of the same design produced by the same manufacturer.

(b) It shall be a defense to an action against a seller of a product for property damage or personal injury allegedly caused by the defective design or manufacture of a product if the seller establishes that:

(1) The product was acquired and then sold or leased by the seller in a sealed container and in unaltered form;

(2) The seller had no knowledge of the defect;

(3) In the performance of the duties the seller performed or while the product was in the seller’s possession could not have discovered the defect while exercising reasonable care;

(4) The seller did not manufacturer, produce, design or designate the specifications for the product, which conduct was the proximate and substantial cause of the claimant’s injury;

(5) The seller did not alter, modify, assemble or mishandle the product while in the seller’s possession in a manner which was the proximate and substantial cause of the claimant’s injury; and

(6) The seller had not received notice of the defect from purchasers of similar products.

(c) The defense provided in subsection (b) of this section is not available if:

(1) The claimant is unable to identify the manufacturer through reasonable effort;

(2) The manufacturer is insolvent, immune from suit or not subject to suit in Delaware; or

(3) The seller made any express warranties, the breach of which were the proximate and substantial cause of the claimant’s injury.

(d) (1) Except in an action based on an expressed indemnity agreement, if the seller shows by unrebutted facts that the seller had satisfied subsection (b) of this section and that subsection (c) of this section does not apply, summary judgment shall be entered in the seller’s favor as to the original or third party actions.

(2) Notwithstanding the granting of a motion for summary judgment pursuant to paragraph (d)(1) of this section, the seller will thereafter continue to be treated as though the seller were still a party for all purposes of discovery including the uses thereof.

(3) On a subsequent showing of the occurrence of any condition described in subsection (c) of this section, or that 1 or more of the conditions of subsection (b) of this section did not exist, during the pending litigation, the actions dismissed by summary judgment pursuant to paragraph (d)(1) of this section shall be reinstated and are not barred by the passage of time.
6 Del. C. § 1204C — Delaware Code / Title 6 / Chapter 12C / Section 1204C
§ Â
        1204C. Prohibitions on online marketing or advertising to a child.
Status: in_force

(a) An operator of an internet website, online or cloud computing service, online application, or mobile application directed to children may not market or advertise a product or service described in subsection (f) of this section on that internet website, online or cloud computing service, online application, or mobile application.

(b) An operator of an internet website, online or cloud computing service, online application, or mobile application who has actual knowledge that a child is using its internet website, online or cloud computing service, online application, or mobile application, and which user is that child, may not market or advertise a product or service described in subsection (f) of this section to that child, if the marketing or advertising is directed to the child based upon information specific to that child, including the child’s profile, activity, address, or location sufficient to establish contact with the child, and excluding internet protocol (IP) address and product identification numbers for the operation of a service. The operator shall be deemed to be in compliance with this subsection if the operator takes reasonable actions in good faith designed to avoid marketing or advertising a product or service described in subsection (f) of this section.

(c) An operator of an internet website, online or cloud computing service, online application, or mobile application directed to children or an operator of an internet website, online or cloud computing service, online application, or mobile application who has actual knowledge that a child is using its internet website, online or cloud computing service, online application, or mobile application shall not knowingly use, disclose, or compile, or allow another person to use, disclose, or compile, the personal information of the child if that operator has actual knowledge that the child’s personally identifiable information will be used for the purpose of marketing or advertising to the child a product or service described in subsection (f) of this section.

(d) An operator of an internet website, online or cloud computing service, online application, or mobile application directed to children, in which marketing or advertising is provided by an advertising service, need not comply with subsection (a) of this section with respect to such marketing or advertising and instead shall notify the advertising service, in a manner directed by the advertising service, that the internet website, online or cloud computing service, online application, or mobile application is directed to children.

(e) An advertising service which provides marketing or advertising for an internet website, online or cloud computing service, online application, or mobile application directed to children, and which has received the notice required by subsection (d) of this section, may not market or advertise on the internet website, online or cloud computing service, online application, or mobile application a product or service described in subsection (f) of this section.

(f) The marketing or advertising prohibitions described in this section shall apply to the following products or services:

(1) Alcoholic liquor as defined in § 101 of Title 4.

(2) Tobacco products, smokeless tobacco products, or moist snuff as defined in § 5301 of Title 30.

(3) Tobacco substitutes as defined in § 1115 of Title 11.

(4) Firearm as defined in § 222 of Title 11, or ammunition for a firearm.

(5) Electronic control devices as defined in § 222 of Title 11.

(6) Fireworks as defined in § 6901 of Title 16.

(7) Tanning equipment or device or tanning facility as defined in § 3002D of Title 16.

(8) Dietary supplement products containing ephedrine group alkaloids.

(9) Lottery, internet lottery, internet table games, internet ticket games, internet video lottery, sports lottery, table game, video lottery, or video lottery facility as defined in § 4803 of Title 29.

(10) Salvia divinorum or Salvinorin A, or any substance or material containing Salvia divinorum or Salvinorin A as referenced in § 4714 of Title 16.

(11) Body-piercing as defined in § 1114 of Title 11.

(12) Branding as defined in § 1114 of Title 11.

(13) Tattoos as defined in § 1114 of Title 11.

(14) Drug paraphernalia as defined in § 4701 of Title 16.

(15) Tongue-splitting as defined in § 1114A of Title 11.

(16) Any material, including any book, article, magazine, publication, or written matter of any kind, drawing, etching, painting, photograph, video, film, motion picture, or sound recording, which is sexually-oriented, as defined in § 1602(18) of Title 24, and predominately appeals to the prurient, shameful, or morbid interest of minors, is patently offensive to prevailing standards in the adult community as a whole with respect to what is suitable material for minors, and taken as a whole lacks serious literary, artistic, political, social, or scientific value for minors.

(17) A projectile weapon, as defined in § 222 of Title 11.

(g) This section shall not be construed to require an operator of an internet website, online or cloud computing service, online application, or mobile application to collect age information about users.

(h) The marketing and advertising restrictions described in subsections (a) through (c) of this section shall not apply to the incidental placement of products or services embedded in content if the content is not distributed by or at the direction of the operator primarily for the purposes of marketing and advertising a product or service described in subsection (f) of this section.
6 Del. C. § 2-302 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-302
§ Â
        2-302. Unconscionable contract or clause.
Status: in_force

(1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.

(2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
6 Del. C. § 8-510 — Delaware Code / Title 6 / Article 8 / Part 5 / Section 8-510
§ Â
        8-510. Rights of purchaser of security entitlement from entitlement holder.
Status: in_force

(a) In a case not covered by the priority rules in Article 9 or the rules stated in subsection (c), an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who purchases a security entitlement, or an interest therein, from an entitlement holder if the purchaser gives value, does not have notice of the adverse claim, and obtains control.

(b) If an adverse claim could not have been asserted against an entitlement holder under Section 8-502, the adverse claim cannot be asserted against a person who purchases a security entitlement, or an interest therein, from the entitlement holder.

(c) In a case not covered by the priority rules in Article 9, a purchaser for value of a security entitlement, or an interest therein, who obtains control has priority over a purchaser of a security entitlement, or an interest therein, who does not obtain control. Except as otherwise provided in subsection (d), purchasers who have control rank according to priority in time of:

(1) the purchaser’s becoming the person for whom the securities account, in which the security entitlement is carried, is maintained, if the purchaser obtained control under Section 8-106(d)(1);

(2) the securities intermediary’s agreement to comply with the purchaser’s entitlement orders with respect to security entitlements carried or to be carried in the securities account in which the security entitlement is carried, if the purchaser obtained control under Section 8-106(d)(2); or

(3) if the purchaser obtained control through another person under Section 8-106(d)(3), the time on which priority would be based under this subsection if the other person were the secured party.

(d) A securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary.
6 Del. C. § 9-342 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-342
§ Â
        9-342. Bankâs right to refuse to enter into or disclose existence of control agreement.
Status: in_force

This Article does not require a bank to enter into an agreement of the kind described in Section 9-104(a)(2), even if its customer so requests or directs. A bank that has entered into such an agreement is not required to confirm the existence of the agreement to another person unless requested to do so by its customer.
6 Del. C. § 3404 — Delaware Code / Title 6 / Chapter 34 / Section 3404
§ Â
        3404. Limitation of liability upon transfer of residential heating system equipment.
Status: in_force

If the owner of a residence requires the settlement of residential heating system equipment pursuant to § 3402(a)(3) of this title, the purchasing energy service company shall perform such inspection of the residential heating system equipment as it deems appropriate. The sale may be completed only if the purchasing energy service company gives the owner of the residence a written certification that the equipment to be purchased has been properly installed and is in good working order. If, upon inspection, the condition of the residential heating equipment is not to the satisfaction of the purchasing energy service company, the purchasing energy company shall give the homeowner a list of conditions or repairs needed. The purchasing energy service company may refuse to complete the purchase if such repairs or conditions are not met. At or before the sale of such residential heating system equipment, the purchasing energy service company shall give the selling energy service company a written release of all liability arising out of or relating to the sale of, installation of, service of or provision of fuel for such residential heating system equipment. The selling energy service company may refuse to complete the sale absent such release.
6 Del. C. § 4A-205 — Delaware Code / Title 6 / Article 4A / Part 2 / Section 4A-205
§ Â
        4A-205. Erroneous payment orders.
Status: in_force

(a) If an accepted payment order was transmitted pursuant to a security procedure for the detection of error and the payment order (i) erroneously instructed payment to a beneficiary not intended by the sender, (ii) erroneously instructed payment in an amount greater than the amount intended by the sender, or (iii) was an erroneously transmitted duplicate of a payment order previously sent by the sender, the following rules apply:

(1) If the sender proves that the sender or a person acting on behalf of the sender pursuant to Section 4A-206 complied with the security procedure and that the error would have been detected if the receiving bank had also complied, the sender is not obliged to pay the order to the extent stated in paragraphs (2) and (3).

(2) If the funds transfer is completed on the basis of an erroneous payment order described in clause (i) or (iii) of subsection (a), the sender is not obliged to pay the order and the receiving bank is entitled to recover from the beneficiary any amount paid to the beneficiary to the extent allowed by the law governing mistake and restitution.

(3) If the funds transfer is completed on the basis of a payment order described in clause (ii) of subsection (a), the sender is not obliged to pay the order to the extent the amount received by the beneficiary is greater than the amount intended by the sender. In that case, the receiving bank is entitled to recover from the beneficiary the excess amount received to the extent allowed by the law governing mistake and restitution.

(b) If (i) the sender of an erroneous payment order described in subsection (a) is not obliged to pay all or part of the order, and (ii) the sender receives notification from the receiving bank that the order was accepted by the bank or that the sender’s account was debited with respect to the order, the sender has a duty to exercise ordinary care, on the basis of information available to the sender, to discover the error with respect to the order and to advise the bank of the relevant facts within a reasonable time, not exceeding 90 days, after the bank’s notification was received by the sender. If the bank proves that the sender failed to perform that duty, the sender is liable to the bank for the loss the bank proves it incurred as a result of the failure, but the liability of the sender may not exceed the amount of the sender’s order.

(c) This section applies to amendments to payment orders to the same extent it applies to payment orders.
6 Del. C. § 9-807 — Delaware Code / Title 6 / Article 9 / Part 8 / Section 9-807
§ Â
        9-807. Amendment of pre-effective-date financing statement.
Status: in_force

(a) Pre-effective-date financing statement. — In this section, “pre-effective-date financing statement” means a financing statement filed before this Act takes effect.

(b) Applicable law. — After this Act takes effect, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a pre-effective-date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in Article 9 as amended by this Act. However, the effectiveness of a pre-effective-date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.

(c) Method of amending: general rule. — Except as otherwise provided in subsection (d), if the law of this State governs perfection of a security interest, the information in a pre-effective-date financing statement may be amended after this Act takes effect only if:

(1) the pre-effective-date financing statement and an amendment are filed in the office specified in Section 9-501;

(2) an amendment is filed in the office specified in Section 9-501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies Section 9-806(c); or

(3) an initial financing statement that provides the information as amended and satisfies Section 9-806(c) is filed in the office specified in Section 9-501.

(d) Method of amending: continuation. — If the law of this State governs perfection of a security interest, the effectiveness of a pre-effective-date financing statement may be continued only under Section 9-805(c) and (e) or 9-806.

(e) Method of amending: additional termination rule. — Whether or not the law of this State governs perfection of a security interest, the effectiveness of a pre-effective-date financing statement filed in this State may be terminated after this Act takes effect by filing a termination statement in the office in which the pre-effective-date financing statement is filed, unless an initial financing statement that satisfies Section 9-806(c) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in Article 9 as amended by this Act as the office in which to file a financing statement.
6 Del. C. § 7-101 — Delaware Code / Title 6 / Article 7 / Part 1 / Section 7-101
§ Â
        7-101. Short title.
Status: in_force

This article may be cited as Uniform Commercial Code-Documents of Title.
6 Del. C. § 4A-406 — Delaware Code / Title 6 / Article 4A / Part 4 / Section 4A-406
§ Â
        4A-406. Payment by originator to beneficiary; discharge of underlying obligation.
Status: in_force

(a) Subject to Sections 4A-211(e), 4A-405(d), and 4A-405(e), the originator of a funds transfer pays the beneficiary of the originator’s payment order (i) at the time a payment order for the benefit of the beneficiary is accepted by the beneficiary’s bank in the funds transfer and (ii) in an amount equal to the amount of the order accepted by the beneficiary’s bank, but not more than the amount of the originator’s order.

(b) If payment under subsection (a) is made to satisfy an obligation, the obligation is discharged to the same extent discharge would result from payment to the beneficiary of the same amount in money, unless (i) the payment under subsection (a) was made by a means prohibited by the contract of the beneficiary with respect to the obligation, (ii) the beneficiary, within a reasonable time after receiving notice of receipt of the order by the beneficiary’s bank, notified the originator of the beneficiary’s refusal of the payment, (iii) funds with respect to the order were not withdrawn by the beneficiary or applied to a debt of the beneficiary, and (iv) the beneficiary would suffer a loss that could reasonably have been avoided if payment had been made by a means complying with the contract. If payment by the originator does not result in discharge under this section, the originator is subrogated to the rights of the beneficiary to receive payment from the beneficiary’s bank under Section 4A-404(a).

(c) For the purpose of determining whether discharge of an obligation occurs under subsection (b), if the beneficiary’s bank accepts a payment order in an amount equal to the amount of the originator’s payment order less charges of one or more receiving banks in the funds transfer, payment to the beneficiary is deemed to be in the amount of the originator’s order unless upon demand by the beneficiary the originator does not pay the beneficiary the amount of the deducted charges.

(d) Rights of the originator or of the beneficiary of a funds transfer under this section may be varied only by agreement of the originator and the beneficiary.
6 Del. C. § 2A-216 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-216
§ Â
        2A-216. Third-party beneficiaries of express and implied warranties.
Status: in_force

A warranty to or for the benefit of a lessee under this Article, whether express or implied, extends to any natural person who may reasonably be expected to use, consume or be affected by the goods and who is injured by breach of the warranty. This section does not displace principles of law and equity that extend a warranty to or for the benefit of a lessee to other persons. The operation of this section may not be excluded, modified, or limited with respect to injury to the person of an individual to whom the warranty extends, but an exclusion, modification, or limitation of the warranty, including any with respect to rights and remedies, effective against the lessee is also effective against any beneficiary designated under this section.
6 Del. C. § 4347 — Delaware Code / Title 6 / Chapter 43 / Subchapter XIII / Section 4347
§ Â
        4347. Violation as misdemeanor.
Status: in_force

Any person who shall wilfully violate this chapter shall be guilty of a misdemeanor.
6 Del. C. § 4351 — Delaware Code / Title 6 / Chapter 43 / Subchapter XIV / Section 4351
§ Â
        4351. Disclosure requirements.
Status: in_force

Notwithstanding any other provision of this chapter to the contrary, disclosures made in the terminology of the Truth in Lending Act, as amended, [15 U.S.C. § 1601 et seq.], and regulations prescribed thereunder, shall be deemed to comply with comparable, but literally inconsistent disclosure requirements of this chapter; provided, however, that any charges otherwise authorized under this chapter may be contracted for and collected in amounts and at rates consistent with the provisions of this chapter without regard to any inconsistent terminology of said Truth in Lending Act and this chapter.
6 Del. C. § 9-327 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-327
§ Â
        9-327. Priority of security interests in deposit account.
Status: in_force

The following rules govern priority among conflicting security interests in the same deposit account:

(1) A security interest held by a secured party having control of the deposit account under Section 9-104 has priority over a conflicting security interest held by a secured party that does not have control.

(2) Except as otherwise provided in paragraphs (3) and (4), security interests perfected by control under Section 9-314 rank according to priority in time of obtaining control.

(3) Except as otherwise provided in paragraph (4), a security interest held by the bank with which the deposit account is maintained has priority over a conflicting security interest held by another secured party.

(4) A security interest perfected by control under Section 9-104(a)(3) has priority over a security interest held by the bank with which the deposit account is maintained.
6 Del. C. § 2A-518 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-518
§ Â
        2A-518. Cover, substitute goods.
Status: in_force

(1) After a default by a lessor under the lease contract of the type described in Section 2A-508(1), or, if agreed, after other default by the lessor, the lessee may cover by making any purchase or lease of or contract to purchase or lease goods in substitution for those due from the lessor.

(2) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 2A-504) or otherwise determined pursuant to agreement of the parties (Sections 1-302 and 2A-503), if a lessee’s cover is by a lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessee may recover from the lessor as damages (i) the present value, as of the date of the commencement of the term of the new lease agreement, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement minus the present value as of the same date of the total rent for the then remaining lease term of the original lease agreement, and (ii) any incidental or consequential damages, less expenses saved in consequence of the lessor’s default.

(3) If a lessee’s cover is by lease agreement that for any reason does not qualify for treatment under subsection (2), or is by purchase or otherwise, the lessee may recover from the lessor as if the lessee had elected not to cover and Section 2A-519 governs.
6 Del. C. § 2502C — Delaware Code / Title 6 / Chapter 25C / Section 2502C
§ Â
        2502C. Prohibited conduct.
Status: in_force

(a) A person shall not knowingly sell, offer for sale, or transfer a toy in the State that contains a toxic substance or that is otherwise unsafe to a child.

(b) A person shall not knowingly fail to remove for sale or transfer any toy that has been identified as containing lead and/or unsafe by the U.S. Consumer Product Safety Commission or has been the subject of a corrective action plan, which must be promptly implemented, or a recall, as described further at § 2503C(2) of this title.

(c) This section does not apply to the sale of an antique or collectible toy that is not marketed to or intended to be used by a child.
6 Del. C. § 2502B — Delaware Code / Title 6 / Chapter 25B / Section 2502B
§ Â
        2502B. Purpose.
Status: in_force

The purpose of this chapter is to safeguard the public against deceit and misrepresentation and to ensure, foster and encourage truthful practices and disclosure in the door-to-door sale of residential water treatment systems.
6 Del. C. § 2574 — Delaware Code / Title 6 / Chapter 25 / Subchapter VII / Section 2574
§ Â
        2574. Other inspections or warranties.
Status: in_force

The seller’s completed disclosure form is a good faith effort by the seller to make the disclosures required by this subchapter, and is not a warranty of any kind by the seller or any agents or subagents representing seller or buyer in the transfer and is not a substitute for any inspections or warranties that the seller or buyer may wish to obtain.
6 Del. C. § 15-108 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-108
§ Â
        15-108. Name of partnership.
Status: reserved

(a) The name of a partnership: (i) may contain the name of a partner and (ii) may contain the following words: “Company,” “Association,” “Club,” “Foundation,” “Fund,” “Institute,” “Society,” “Union,” “Syndicate,” “Trust” (or abbreviations of like import).

(b) The name of a limited liability partnership shall contain as the last words or letters of its name the words “Limited Liability Partnership,” the abbreviation “L.L.P.” or the designation “LLP.”

(c) The name of a partnership to be included in the statement of partnership existence, statement of qualification or statement of foreign qualification filed by such partnership must be such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of any corporation, partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), statutory trust, limited liability company, registered series of a limited liability company or registered series of a limited partnership organized under the laws of the State of Delaware and reserved, registered, formed or organized with the Secretary of State or qualified to do business and registered as a foreign corporation, foreign limited liability partnership, foreign limited partnership, foreign statutory trust or foreign limited liability company in the State of Delaware; provided, however, that a domestic partnership may be registered under any name which is not such as to distinguish it upon the records of the Secretary of State from the name on such records of any domestic or foreign corporation, limited partnership (including a limited liability limited partnership), statutory trust, limited liability company, registered series of a limited liability company, registered series of a limited partnership, or foreign limited liability partnership reserved, registered, formed or organized under the laws of the State of Delaware with the written consent of the other corporation, limited partnership (including a limited liability limited partnership), statutory trust, limited liability company, registered series of a limited liability company, registered series of a limited partnership, or foreign limited liability partnership which written consent shall be filed with the Secretary of State; provided further, that, if on July 31, 2011, a domestic partnership is registered (with the consent of another domestic partnership) under a name which is not such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of such other domestic partnership, it shall not be necessary for any such domestic partnership to amend its statement of partnership existence or statement of qualification to comply with this subsection.

(d) The name of a partnership shall not contain the word “bank,” or any variation thereof, except for the name of a bank reporting to and under the supervision of the State Bank Commissioner of this State or a subsidiary of a bank or savings association (as those terms are defined in the Federal Deposit Insurance Act, as amended, at 12 U.S.C. § 1813), or a partnership regulated under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841 et seq., or the Home Owners’ Loan Act, as amended, 12 U.S.C. § 1461 et seq.; provided, however, that this section shall not be construed to prevent the use of the word “bank,” or any variation thereof, in a context clearly not purporting to refer to a banking business or otherwise likely to mislead the public about the nature of the business of the partnership or to lead to a pattern and practice of abuse that might cause harm to the interests of the public or this State as determined by the Division of Corporations in the Department of State.
6 Del. C. § 12A-104 — Delaware Code / Title 6 / Chapter 12A / Section 12A-104
§ Â
        12A-104. Prospective application.
Status: in_force

This chapter applies to any electronic record or electronic signature created, generated, sent, communicated, received, or stored on or after July 14, 2000.
6 Del. C. § 5005A — Delaware Code / Title 6 / Chapter 50A / Section 5005A
§ Â
        5005A. Extension of warranty.
Status: in_force

The terms of any express written warranty, the 1-year period and the 60-day repair period shall be reasonably extended by any period of time during which repair services or replacement parts are not available to the consumer because of a war, invasion or strike, or fire, flood or other natural disaster.
6 Del. C. § 73-205 — Delaware Code / Title 6 / Chapter 73 / Subchapter II / Section 73-205
§ Â
        73-205. Provisions applicable to registration of securities generally.
Status: in_force

(a) A registration statement may be filed by the issuer, and the other person on whose behalf the offering is to be made, or a registered broker-dealer.

(b) Every registration statement shall specify the amount of securities to be offered in this State; the states in which a registration statement or similar document in connection with the offering has been or is to be filed; and any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in each state or by any court or the Securities and Exchange Commission.

(c) The Director may by rule or otherwise permit the omission of any item of information or document from any registration statement.

(d) Every registration statement is effective for any period during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by any underwriter or broker-dealer who is still offering part of an unsold allotment or subscription taken by him or her as a participant in the distribution, except during the time a stop order is in effect under § 73-206 of this title. The registration statement may be withdrawn only in the discretion of the Director.

(e) So long as a registration statement is effective, the Director may by rule or order require the person who filed the registration statement to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering.

(f) (1) A registration statement relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust, as those terms are defined in the Investment Company Act of 1940 [15 U.S.C. § 80a-1 et seq.], may be amended after its effective date so as to increase the securities specified as proposed to be offered. Such an amendment becomes effective when the Director so orders. Every person filing such an amendment shall pay a filing fee, in accordance with § 73-204(e) of this title, with respect to the additional securities proposed to be offered.

(2) The Director may require that registrations of securities be renewed annually. Where the Director finds that an additional security from the same issuer has different characteristics from the security first registered, such as being a separate portfolio or series of an investment company or mutual fund, the Director may require separate registration and renewal of the additional security.

(g) The Director may require by rule, regulation or order any issuer of securities registered under this chapter or those offered pursuant to § 73-207 of this title to file periodic reports with the Director, and to provide them to holders of those securities.
6 Del. C. § 2585 — Delaware Code / Title 6 / Chapter 25 / Subchapter IX / Section 2585
§ Â
        2585. Short title.
Status: in_force

This subchapter may be cited as the “Delaware Home Food Service Plan Sales Act.”
6 Del. C. § 5-117 — Delaware Code / Title 6 / Article 5 / Section 5-117
§ Â
        5-117. Subrogation of issuer, applicant, and nominated person.
Status: in_force

(a) An issuer that honors a beneficiary’s presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying obligation owed to the beneficiary and of the applicant to the same extent as if the issuer were the secondary obligor of the underlying obligation owed to the applicant.

(b) An applicant that reimburses an issuer is subrogated to the rights of the issuer against any beneficiary, presenter, or nominated person to the same extent as if the applicant were the secondary obligor of the obligations owed to the issuer and has the rights of subrogation of the issuer to the rights of the beneficiary stated in subsection (a).

(c) A nominated person who pays or gives value against a draft or demand presented under a letter of credit is subrogated to the rights of:

(1) the issuer against the applicant to the same extent as if the nominated person were a secondary obligor of the obligation owed to the issuer by the applicant;

(2) the beneficiary to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the beneficiary; and

(3) the applicant to same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the applicant.

(d) Notwithstanding any agreement or term to the contrary, the rights of subrogation stated in subsections (a) and (b) do not arise until the issuer honors the letter of credit or otherwise pays and the rights in subsection (c) do not arise until the nominated person pays or otherwise gives value. Until then, the issuer, nominated person, and the applicant do not derive under this Section present or prospective rights forming the basis of a claim, defense, or excuse.
6 Del. C. § 3652 — Delaware Code / Title 6 / Chapter 36 / Subchapter II / Section 3652
§ Â
        3652. Economic loss relating to improvements to residential real property.
Status: in_force

No action based in tort to recover damages resulting from negligence in the construction or manner of construction of an improvement to residential real property and/or in the designing, planning, supervision and/or observation of any such construction or manner of construction shall be barred solely on the ground that the only losses suffered are economic in nature.
6 Del. C. § 2A-519 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-519
§ Â
        2A-519. Lesseeâs damages for non-delivery, repudiation, default, and breach of warranty in regard to accepted goods.
Status: in_force

(1) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 2A-504) or otherwise determined pursuant to agreement of the parties (Section 1-302 and Section 2A-503), if a lessee elects not to cover or a lessee elects to cover and the cover is by lease agreement that for any reason does not qualify for treatment under Section 2A-518(2), or is by purchase or otherwise, the measure of damages for non-delivery or repudiation by the lessor or for rejection or revocation of acceptance by the lessee is the present value, as of the date of the default, of the then market rent minus the present value as of the same date of the original rent, computed for the remaining lease term of the original lease agreement, together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default.

(2) Market rent is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.

(3) Except as otherwise agreed, if the lessee has accepted goods and given notification (Section 2A-516(3)), the measure of damages for non-conforming tender or delivery or other default by a lessor is the loss resulting in the ordinary course of events from the lessor’s default as determined in any manner that is reasonable together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default.

(4) Except as otherwise agreed, the measure of damages for breach of warranty is the present value at the time and place of acceptance of the difference between the value of the use of the goods accepted and the value if they had been as warranted for the lease term, unless special circumstances show proximate damages of a different amount, together with incidental and consequential damages, less expenses saved in consequence of the lessor’s default or breach of warranty.
6 Del. C. § 5141 — Delaware Code / Title 6 / Chapter 51 / Section 5141
§ Â
        5141. Fines payable by mail.
Status: in_force

(a) Applicability. — Any weights and measures inspector in this State, who issues a citation for any of the offenses which are violations of laws or regulations established or promulgated under the authority of this chapter, may, in addition to issuing a summons for any such offenses, provide the violator with a voluntary assessment form which, when properly executed by the weights and measures inspector and the offender, allows the offender to dispose of the charges without the necessity of personally appearing in the court to which the summons is returnable.

(b) Definitions. — (1) “Payment” as used in this section shall mean the total amount of the fine and of the costs as herein provided and of the penalty assessment added to the fine pursuant to the Delaware Victim Compensation Law, Chapter 90 of Title 11.

(2) “Voluntary assessment form” as used in this section means the written agreement or document signed by the violator wherein the violator agrees to pay by mail the fine for the offense described therein together with costs and penalty assessment.

(c) Places and time of payment. — Payments made pursuant to this section shall be remitted to the court to which the summons is returnable and shall be disbursed to the General Fund of the State. The payment must be received by the court within 10 days from the date the citation was issued (excluding Saturday and Sunday) and shall be paid only by check or money order.

(d) Offenses designated as “offenses subject to voluntary assessment”; exceptions. — All offenses, as now or hereafter set forth in this title or regulations promulgated under the authority of this title, are hereby designated as offenses subject to voluntary assessment except the following offenses: violation of § 5133 and § 5134 of this title.

(e) Offer and acceptance of voluntary assessment; effect; withdrawal of acceptance; request for hearing. — (1) At the time of issuing a citation for any offense subject to this section, the weights and measures inspector may offer the alleged violator the option of accepting a voluntary assessment. The alleged violator’s signature on the voluntary assessment form constitutes an acknowledgment of guilt of the offense stated in the form, and on agreement to pay the fine as herein provided, together with the costs and penalty assessment, within 10 days from the date of the issuance of the citation (excluding Saturday and Sunday), during which time payment must be received by the court.

(2) The alleged violator, after signing and receiving the voluntary assessment form, may withdraw the violator’s acceptance of the voluntary assessment and request a hearing on the charge stated in such form, provided that the alleged violator, within 10 days from the date of the issuance of the citation (excluding Saturday and Sunday), personally or in writing notifies the court to which payment of the penalty assessment was to be made that the violator wishes to withdraw the violator’s acceptance of the voluntary assessment and requests a hearing on the charge stated in the voluntary assessment form. If the alleged violator notifies the court of such withdrawal and request for hearing as aforesaid, the violator shall be prosecuted for the charge stated in the voluntary assessment form as if such form had not been issued.

(f) Penalty. — If an alleged violator elects the option of accepting a voluntary assessment in accordance with subsection (e) of this section, the penalty for offenses designated as offenses subject to voluntary assessment shall be the minimum fine for each specific offense charged, and fines shall be cumulative if more than 1 offense is charged.

(g) Court costs and applicability of Delaware Victim Compensation Law. — In lieu of any court costs, and provided the offense is not subject to other proceedings under this section, each fine for an offense under this section shall be subject to court costs of $8.50. Each fine for an offense under this section shall be subject also to the penalty assessment which is or may be provided for in the Delaware Victim Compensation Law, Chapter 90 of Title 11.

(h) Agreement to accept voluntary assessment; procedure. — Whenever a person is issued a citation for an offense subject to voluntary assessment and has elected to make payment as herein provided, the weights and measures inspector, using the weights and measures citation, shall complete the information section and prepare the voluntary assessment form indicating the amount of the fine, have the alleged violator sign the voluntary assessment form, and give a copy of the citation and form to the individual cited for violating the requirements of this chapter or the rules and regulations promulgated thereunder. The weights and measures inspector issuing the citation shall also inform the individual cited of the court to which payment shall be submitted. No weights and measures inspector shall receive or accept custody of a payment. If the person declines to accept the voluntary assessment, the weights and measures inspector shall follow the procedures outlined in § 5134 of this title.

(i) Payment of fine as complete satisfaction; repeat offenders. — (1) Payment of the prescribed fine, costs and penalty assessment is a complete satisfaction of the violation, except as provided in paragraph (i)(2) of this section.

(2) In the event that following compliance with the payment provisions of this section, it is determined that within the 2-year period immediately preceding the violation, the violator was convicted of or made a payment pursuant to this section in satisfaction of a violation of the same section of this title, personal appearance before the court to which summons is returnable shall be required. Notice of the time and place for the required court appearance shall be given to the violator to which the summons for the offense would be returnable.

(j) Removal from applicability of section. — If a payment due pursuant to this section is not received by the court to which the summons is returnable within 10 days from the date of the issuance of the citation, the violator shall be prosecuted for the offense charged on the voluntary assessment form in a manner as if a voluntary assessment form had not been used. Upon conviction in such prosecution, the court shall impose penalties as provided for by this title or other law relating to the particular violation charged, and this section, as to payment of fines under voluntary assessments, shall not apply.

(k) Nonexclusive procedure. — The procedure prescribed is not exclusive of any other method prescribed by law for the prosecution of persons violating this title.
6 Del. C. § 17-106 — Delaware Code / Title 6 / Chapter 17 / Subchapter I / Section 17-106
§ Â
        17-106. Nature of business permitted; powers.
Status: in_force

(a) A limited partnership may carry on any lawful business, purpose or activity, whether or not for profit, with the exception of the business of banking as defined in § 126 of Title 8.

(b) A limited partnership shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its partnership agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the limited partnership.

(c) Notwithstanding any provision of this chapter to the contrary, without limiting the general powers enumerated in subsection (b) of this section above, a limited partnership shall, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, have the power and authority to make contracts of guaranty and suretyship and enter into interest rate, basis, currency, hedge or other swap agreements or cap, floor, put, call, option, exchange or collar agreements, derivative agreements or other agreements similar to any of the foregoing.

(d) Unless otherwise provided in a partnership agreement, a limited partnership has the power and authority to grant, hold or exercise a power of attorney, including an irrevocable power of attorney.

(e) Any act or transaction that may be taken by or in respect of a limited partnership under this chapter or a limited partnership agreement, including, in either case, any act or transaction by any partner or other person, whether the partner or other person is acting in the partner’s or other person’s individual capacity or on behalf of the limited partnership, but that is void or voidable when taken, may be ratified (or the failure to comply with any requirements of the partnership agreement making such act or transaction void or voidable may be waived) by the partners or other persons whose approval would be required under the partnership agreement (i) for such act or transaction to be validly taken, or (ii) to amend the partnership agreement in a manner that would permit such act or transaction to be validly taken, in each case at the time of such ratification or waiver. Any such ratification or waiver may be express or implied, including by the statements, action, inaction, or acquiescence of or by such partners or other persons. If the void or voidable act or transaction was the issuance or assignment of any partnership interests, the partnership interests purportedly issued or assigned shall be deemed not to have been issued or assigned for purposes of determining whether the void or voidable act or transaction was ratified or waived pursuant to this subsection. Any act or transaction ratified, or with respect to which the failure to comply with any requirements of the partnership agreement is waived, pursuant to this subsection shall be deemed validly taken at the time of such act or transaction. If an amendment to the partnership agreement to permit any such act or transaction to be validly taken would require notice to any partners or other persons under the partnership agreement and the ratification or waiver of such act or transaction is effectuated pursuant to this subsection by the partners or other persons whose approval would be required to amend the partnership agreement, notice of such ratification or waiver shall be given following such ratification or waiver to the partners or other persons who would have been entitled to notice of such an amendment and who have not otherwise received notice of, or participated in, such ratification or waiver; provided that the giving of the notice is not a condition to the effectiveness of such ratification or waiver. The provisions of this subsection shall not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act by other means permitted by law. Upon application of the limited partnership, any partner or any person claiming to be substantially and adversely affected by a ratification or waiver pursuant to this subsection (excluding any harm that would have resulted if such act or transaction had been valid when taken), the Court of Chancery may hear and determine the validity and effectiveness of the ratification of, or waiver with respect to, any void or voidable act or transaction effectuated pursuant to this subsection, and in any such application, the limited partnership shall be named as a party and service of the application upon the registered agent of the limited partnership shall be deemed to be service upon the limited partnership, and no other party need be joined in order for the Court to adjudicate the validity and effectiveness of the ratification or waiver, and the Court may make such order respecting further or other notice of such application as it deems proper under these circumstances; provided, that nothing herein limits or affects the right to serve process in any other manner now or hereafter provided by law, and this sentence is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.
6 Del. C. § 2401C — Delaware Code / Title 6 / Chapter 24C / Section 2401C
§ Â
        2401C. Purpose.
Status: in_force

The purpose of this chapter is to protect homeowners from unfair or deceptive practices by providers of mortgage loan modification services.
6 Del. C. § 9-612 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-612
§ Â
        9-612. Timeliness of notification before disposition of collateral.
Status: in_force

(a) Reasonable time is question of fact. — Except as otherwise provided in subsection (b), whether a notification is sent within a reasonable time is a question of fact.

(b) 10-day period sufficient in non-consumer transaction. — In a transaction other than a consumer transaction, a notification of disposition sent after default and 10 days or more before the earliest time of disposition set forth in the notification is sent within a reasonable time before the disposition.
6 Del. C. § 9-618 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-618
§ Â
        9-618. Rights and duties of certain secondary obligors.
Status: in_force

(a) Rights and duties of secondary obligor. — A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor:

(1) receives an assignment of a secured obligation from the secured party;

(2) receives a transfer of collateral from the secured party and agrees to accept the rights and assume the duties of the secured party; or

(3) is subrogated to the rights of a secured party with respect to collateral.

(b) Effect of assignment, transfer, or subrogation. — An assignment, transfer, or subrogation described in subsection (a):

(1) is not a disposition of collateral under Section 9-610; and

(2) relieves the secured party of further duties under this Article.
6 Del. C. § 2504H — Delaware Code / Title 6 / Chapter 25H / Section 2504H
§ Â
        2504H. Enforcement and penalties.
Status: in_force

(a) A violation of this section shall be an unlawful practice under § 2513 of this title and a violation of subchapter II of Chapter 25 of this title.

(b) The Division of Consumer Protection is authorized to interpret, implement, and enforce this chapter, including to issue regulations. Any regulations the Division of Consumer Protection promulgates shall have the force and effect of law and may be relied on to determine rights and responsibilities under this chapter.

(c) A company whose retail store violates this chapter is liable for civil penalties in amounts adjusted for the number of violations and its annual gross sales.

(1) For a first violation, a company is liable for civil penalties up to $1,000.

(2) For a second violation, a company is liable for civil penalties up to $1,500.

(3) For third and subsequent violations, a company is liable for civil penalties up to $2,500.
6 Del. C. § 2005 — Delaware Code / Title 6 / Chapter 20 / Section 2005
§ Â
        2005. Preservation of secrecy.
Status: in_force

In an action under this chapter, a court shall preserve the secrecy of an alleged trade secret by reasonable means, which may include granting protective orders in connection with discovery proceedings, holding in-camera hearings, sealing the records of the action and ordering any person involved in the litigation not to disclose an alleged trade secret without prior court approval.
6 Del. C. § 2520 — Delaware Code / Title 6 / Chapter 25 / Subchapter II / Section 2520
§ Â
        2520. Failure to respond; order; penalties.
Status: in_force

If any person fails to respond to any investigative demand issued by the Attorney General under § 2514 of this title, the Attorney General may, after due notice, apply to the court which authorized the issuance of the demand for an order, and the court, after a hearing on said application, may enter an order:

(1) Requiring said person to respond to the demand;

(2) Granting injunctive relief restraining any practice or act declared by this chapter to be unlawful;

(3) Vacating, annulling or suspending the corporate charter of a corporation created by or under the laws of this State or revoking or suspending the certificate of authority to do business in this State of a foreign corporation, or revoking or suspending any other licenses, permits or certificates issued pursuant to law to such person which are used to further the allegedly unlawful practice;

(4) Adjudging such person in contempt of court; and

(5) Granting such other relief or imposing any other penalty or fine as may be determined by the court in its discretion to be appropriate to obtain compliance with the Attorney General’s investigative demand.
6 Del. C. § 5005E — Delaware Code / Title 6 / Chapter 50E / Section 5005E
§ Â
        5005E. Restoration statement.
Status: in_force

(a) If any reporting entity shall become a nonreporting entity for failure to file a renewal statement, it may, at any time during the calendar year following such failure, file a restoration statement. The restoration statement shall:

(1) Acknowledge that any changes since its most recent filing of a renewal statement or restoration statement, or, if no renewal statement or restoration statement has been filed, since the filing of its standards statement, to its address within the State or standards and assessment measures, and a description of the process by which such changes were identified, developed and approved by the entity and the third-party criteria used to develop any changes to the standards are available on the website;

(2) Acknowledge that a report for the all reporting periods ended more than 90 days prior to filing the restoration statement have been made available on the website in accordance with this chapter;

(3) Provide an internet link on the website to the report for the most recent reporting period and any other reporting period for which an internet link has not been previously provided in a renewal statement or restoration statement; and

(4) Be acknowledged by an authorized person.

(b) Any nonreporting entity that files a restoration statement shall thereupon automatically become a reporting entity, without the need for further action by the Secretary of State.
6 Del. C. § 18-504 — Delaware Code / Title 6 / Chapter 18 / Subchapter V / Section 18-504
§ Â
        18-504. Allocation of distributions.
Status: in_force

Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in a limited liability company agreement. If the limited liability company agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.
6 Del. C. § 4-104 — Delaware Code / Title 6 / Article 4 / Part 1 / Section 4-104
§ Â
        4-104. Definitions and index of definitions.
Status: repealed

(a) In this Article, unless the context otherwise requires:

(1) “Account” means any deposit or credit account with a bank, including a demand, time, savings, passbook, share draft, or like account, other than an account evidenced by a certificate of deposit.

(2) “Afternoon” means the period of a day between noon and midnight.

(3) “Banking day” means the part of a day on which a bank is open to the public for carrying on substantially all of its banking functions.

(4) “Clearing house” means an association of banks or other payors regularly clearing items.

(5) “Customer” means a person having an account with a bank or for whom a bank has agreed to collect items, including a bank that maintains an account at another bank.

(6) “Documentary draft” means a draft to be presented for acceptance or payment if specified documents, certificated securities (Section 8-102) or instructions for uncertificated securities (Section 8-102), or other certificates, statements, or the like are to be received by the drawee or other payor before acceptance or payment of the draft.

(7) “Draft” means a draft as defined in Section 3-104 or an item, other than an instrument, that is an order.

(8) “Drawee” means a person ordered in a draft to make payment.

(9) “Item” means an instrument or a promise or order to pay money handled by a bank for collection or payment. The term does not include a payment order governed by Article 4A or a credit or debit card slip.

(10) “Midnight deadline” with respect to a bank is midnight on its next banking day following the banking day on which it receives the relevant item or notice or from which the time for taking action commences to run, whichever is later.

(11) “Settle” means to pay in cash, by clearing-house settlement, in a charge or credit or by remittance, or otherwise as agreed. A settlement may be either provisional or final.

(12) “Suspends payments” with respect to a bank means that it has been closed by order of the supervisory authorities, that a public officer has been appointed to take it over, or that it ceases or refuses to make payments in the ordinary course of business.

(b) Other definitions applying to this Article and the sections in which they appear are:

“Agreement for electronic presentment”. Section 4-110

“Bank”. Section 4-105

“Collecting bank”. Section 4-105

“Depositary bank”. Section 4-105

“Intermediary bank”. Section 4-105

“Payor bank”. Section 4-105

“Presenting bank”. Section 4-105

“Presentment notice”. Section 4-110

(c) “Control” as provided in Section 7-106 and the following definitions in other Articles apply to this Article:

“Acceptance”. Section 3-409

“Alteration”. Section 3-407

“Cashier’s check”. Section 3-104

“Certificate of deposit”. Section 3-104

“Certified check”. Section 3-409

“Check”. Section 3-104

[Repealed.]

“Holder in due course”. Section 3-302

“Instrument”. Section 3-104

“Notice of dishonor”. Section 3-503

“Order”. Section 3-103

“Ordinary care”. Section 3-103

“Person entitled to enforce”. Section 3-301

“Presentment”. Section 3-501

“Promise”. Section 3-103

“Prove”. Section 3-103

“Teller’s check”. Section 3-104

“Unauthorized signature”. Section 3-403

(d) In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
6 Del. C. § 2909 — Delaware Code / Title 6 / Chapter 29 / Section 2909
§ Â
        2909. Marketing agreements.
Status: repealed

Repealed by 77 Del. Laws, c. 394, § 8, effective July 15, 2010.
6 Del. C. § 7-402 — Delaware Code / Title 6 / Article 7 / Part 4 / Section 7-402
§ Â
        7-402. Duplicate document of title; overissue.
Status: in_force

A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen, or destroyed documents, or substitute documents issued pursuant to § 7-105. The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation.
6 Del. C. § 17-502 — Delaware Code / Title 6 / Chapter 17 / Subchapter V / Section 17-502
§ Â
        17-502. Liability for contribution.
Status: in_force

(a) (1) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if that partner is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the agreed value (as stated in the records of the limited partnership) of the contribution that has not been made.

(2) The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited partnership may have against such partner under the partnership agreement or applicable law.

(b) (1) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, after the entering into of a partnership agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a partner to make a contribution or return.

(2) A conditional obligation of a partner to make a contribution or return money or other property to a limited partnership may not be enforced unless the conditions to the obligation have been satisfied or waived as to or by such partner. Conditional obligations include contributions payable upon a discretionary call of a limited partnership or a general partner prior to the time the call occurs.

(c) A partnership agreement may provide that the interest of any partner who fails to make any contribution that he or she is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting partner’s proportionate interest in the limited partnership, subordinating the partnership interest to that of nondefaulting partners, a forced sale of his or her partnership interest, forfeiture of that partnership interest, the lending by other partners of the amount necessary to meet his or her commitment, a fixing of the value of that partnership interest by appraisal or by formula and redemption or sale of the partnership interest at such value, or other penalty or consequence.
6 Del. C. § 12-101 — Delaware Code / Title 6 / Article 12 / Section 12-101
§ Â
        12-101. Title.
Status: in_force

This article may be cited as “Uniform Commercial Code — Controllable Electronic Records.”
6 Del. C. § 9-405 — Delaware Code / Title 6 / Article 9 / Part 4 / Section 9-405
§ Â
        9-405. Modification of assigned contract.
Status: in_force

(a) Effect of modification on assignee. — A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections (b) through (d).

(b) Applicability of subsection (a). — Subsection (a) applies to the extent that:

(1) the right to payment or a part thereof under an assigned contract has not been fully earned by performance; or

(2) the right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under Section 9-406(a).

(c) Rule for individual under other law. — This section is subject to law other than this Article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.

(d) Inapplicability to health-care-insurance receivable. — This section does not apply to an assignment of a health-care-insurance receivable.
6 Del. C. § 15-109 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-109
§ Â
        15-109. Reservation of name.
Status: reserved

(a) The exclusive right to use of a specified name in a statement using the specified name may be reserved by: (1) any person intending to organize a partnership under this chapter and to adopt that name; (2) any partnership or any foreign limited liability partnership registered in the State of Delaware which, in either case, proposes to change its name; (3) any foreign limited liability partnership intending to register in the State of Delaware and adopt that name; and (4) any person intending to organize a foreign limited liability partnership and intending to have it register in the State of Delaware and adopt that name.

(b) The reservation of a specified name shall be made by filing with the Secretary of State an application, executed by the applicant, specifying the name to be reserved and the name and address of the applicant. If the Secretary of State finds that the name is available for use, the Secretary shall reserve the name for exclusive use of the applicant in a statement using the specified name for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-day periods. The right to the exclusive use of a reserved name in a statement using the specified name may be transferred to any other person by filing with the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be canceled by filing with the Secretary of State a notice of cancellation, executed by the applicant or transferee, specifying the name reservation to be canceled and the name and address of the applicant or transferee. Unless the Secretary of State finds that any application, notice of transfer or notice of cancellation filed with the Secretary of State as required by this subsection does not conform to law, upon receipt of all filing fees required by law, the Secretary shall prepare and return to the person who filed such instrument a copy of the filed instrument with a notation thereon of the action taken by the Secretary of State.

(c) A fee as set forth in § 15-1207 of this title shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation.
6 Del. C. § 9-319 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-319
§ Â
        9-319. Rights and title of consignee with respect to creditors and purchasers.
Status: in_force

(a) Consignee has consignor’s rights. — Except as otherwise provided in subsection (b), for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.

(b) Applicability of other law. — For purposes of determining the rights of a creditor of a consignee, law other than this Article determines the rights and title of a consignee while goods are in the consignee’s possession if, under this part, a perfected security interest held by the consignor would have priority over the rights of the creditor.
6 Del. C. § 8-601 — Delaware Code / Title 6 / Article 8 / Part 6 / Section 8-601
§ Â
        8-601. Effective date.
Status: in_force

This Act takes effect on January 1, 1998.
6 Del. C. § 73-704 — Delaware Code / Title 6 / Chapter 73 / Subchapter VII / Section 73-704
§ Â
        73-704. Liability of Attorney General.
Status: in_force

In no case shall the Attorney General or the Director, or any person designated by them, in the administration of this chapter incur any official or personal liability by instituting an injunction or any judicial proceeding, or administrative order or proceeding.
6 Del. C. § 73-701 — Delaware Code / Title 6 / Chapter 73 / Subchapter VII / Section 73-701
§ Â
        73-701. Administrative files.
Status: in_force

(a) A document is filed when it is received by the Director or a designee as stipulated by rule or order. Other than filing fees, the Director may waive document filing requirements.

(b) The information contained in or filed with any registration statement, application, report or filing may be made available to the public under such rules as the Director prescribes.

(c) It is unlawful for the Director or any employee to use for personal benefit any information which is filed with or obtained by the Director and which is not made public. No provision of this chapter authorizes the Director or any employee to disclose any such information except among themselves or when necessary or appropriate in a proceeding or investigation under this chapter except as provided in subsection (b) of this section above.

(d) No provision of this chapter either creates or derogates from any privilege which exists at common law or otherwise when documentary or other evidence is sought under a subpoena directed to the Director or any of the Director’s employees.
6 Del. C. § 9-326A — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-326A
§ Â
        9-326A. Priority of security interest in controllable account, controllable electronic record, and controllable payment intangible.
Status: in_force

A security interest in a controllable account, controllable electronic record, or controllable payment intangible held by a secured party having control of the account, electronic record, or payment intangible has priority over a conflicting security interest held by a secured party that does not have control.
6 Del. C. § 12D-111 — Delaware Code / Title 6 / Chapter 12D / Section 12D-111
§ Â
        12D-111. Enforcement.
Status: in_force

(a) The Department of Justice has enforcement authority over this chapter and may investigate and prosecute violations of this chapter in accordance with the provisions of subchapter II of Chapter 25 of Title 29.

(b) During the period beginning on January 1, 2025, and ending on December 31, 2025, the Department of Justice shall, prior to initiating any action for a violation of any provision of this chapter, issue a notice of violation to the controller if the Department of Justice determines that a cure is possible. If the controller fails to cure such violation within 60 days of receipt of the notice of violation, the Department of Justice may bring an enforcement proceeding pursuant to subsection (a) of this section.

(c) Beginning on January 1, 2026, the Department of Justice may, in determining whether to grant a controller or processor the opportunity to cure an alleged violation of any provision of this chapter, may consider all of the following:

(1) The number of violations.

(2) The size and complexity of the controller or processor.

(3) The nature and extent of the controller’s or processor’s processing activities.

(4) The substantial likelihood of injury to the public.

(5) The safety of persons or property.

(6) Whether such alleged violation was likely caused by human or technical error.

(7) The extent to which the controller or processor has violated this or similar laws in the past.

(d) Nothing in this chapter shall be construed as providing the basis for, or be subject to, a private right of action for violations of said sections or any other law.

(e) A violation of this chapter shall be deemed an unlawful practice under § 2513 of this title and a violation of subchapter II of this title, and shall be enforced solely by the Department of Justice.
6 Del. C. § 2-506 — Delaware Code / Title 6 / Article 2 / Part 5 / Section 2-506
§ Â
        2-506. Rights of financing agency.
Status: in_force

(1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper’s right to have the draft honored by the buyer.

(2) The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular.
6 Del. C. § 4503 — Delaware Code / Title 6 / Chapter 45 / Section 4503
§ Â
        4503. Persons entitled to protection.
Status: in_force

All persons within the jurisdiction of this State are entitled to the full and equal accommodations, facilities, advantages and privileges of any place of public accommodation regardless of the race, age, marital status, creed, religion, color, sex, disability, sexual orientation, gender identity, military status, or national origin of such persons.
6 Del. C. § 5008 — Delaware Code / Title 6 / Chapter 50 / Section 5008
§ Â
        5008. Remedies cumulative.
Status: in_force

Nothing in this chapter shall in any way limit the rights or remedies available to a consumer under Subtitle I of this title.
6 Del. C. § 4A-504 — Delaware Code / Title 6 / Article 4A / Part 5 / Section 4A-504
§ Â
        4A-504. Order in which items and payment orders may be charged to account; order of withdrawals from account.
Status: in_force

(a) If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items that are payable from the sender’s account, the bank may charge the sender’s account with respect to the various orders and items in any sequence.

(b) In determining whether a credit to an account has been withdrawn by the holder of the account or applied to a debt of the holder of the account, credits first made to the account are first withdrawn or applied.
6 Del. C. § 2113 — Delaware Code / Title 6 / Chapter 21 / Section 2113
§ Â
        2113. Construction of chapter.
Status: in_force

This chapter shall be construed in harmony with ruling judicial interpretations of comparable federal antitrust statutes.
6 Del. C. § 4402 — Delaware Code / Title 6 / Chapter 44 / Section 4402
§ Â
        4402. Short title.
Status: in_force

This chapter may be known and cited as the “Home Solicitation Sales Act.”
6 Del. C. § 18-907 — Delaware Code / Title 6 / Chapter 18 / Subchapter IX / Section 18-907
§ Â
        18-907. Doing business without registration.
Status: in_force

(a) A foreign limited liability company doing business in the State of Delaware may not maintain any action, suit or proceeding in the State of Delaware until it has registered in the State of Delaware, and has paid to the State of Delaware all fees and penalties for the years or parts thereof, during which it did business in the State of Delaware without having registered.

(b) The failure of a foreign limited liability company to register in the State of Delaware does not impair:

(1) The validity of any contract or act of the foreign limited liability company;

(2) The right of any other party to the contract to maintain any action, suit or proceeding on the contract; or

(3) Prevent the foreign limited liability company from defending any action, suit or proceeding in any court of the State of Delaware.

(c) A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company’s having done business in the State of Delaware without registration.

(d) Any foreign limited liability company doing business in the State of Delaware without first having registered shall be fined and shall pay to the Secretary of State $200 for each year or part thereof during which the foreign limited liability company failed to register in the State of Delaware.
6 Del. C. § 1204 — Delaware Code / Title 6 / Chapter 12 / Section 1204
§ Â
        1204. Rights of the parties to qui tam actions.
Status: in_force

(a) If the Department of Justice proceeds with the action, it shall have the primary responsibility for prosecuting the action, and shall not be bound by an act of the party bringing the action. Such party shall have the right to continue as a party to the action, subject to the limitations set forth in subsections (b), (c) and (e) of this section.

(b) The Department of Justice may dismiss the action notwithstanding the objections of the party initiating the action if the party has been notified by the Department of Justice of the filing of the motion and the court has provided the party with an opportunity for a hearing on the motion.

(c) The Department of Justice may settle the action with the defendant notwithstanding the objections of the party initiating the action if the court determines after a hearing that the proposed settlement is fair, adequate and reasonable under all the circumstances. Upon a showing of good cause, such hearing may be held in camera.

(d) If the Department of Justice elects not to proceed with the action, the party who initiated the action shall have the right to conduct the action. If the Department of Justice so requests, it shall be served with copies of the pleadings filed in the action and shall be supplied with copies of all deposition transcripts (at the Department of Justice’s expense). When a party proceeds with the action, the court, without limiting the status and rights of the party initiating the action, may nevertheless permit the Department of Justice to intervene at a later date upon a showing of good cause.

(e) Whether or not the Department of Justice proceeds with the action, upon a showing by the Department of Justice that certain actions of discovery by the party initiating the action would interfere with the Department of Justice’s investigation or prosecution of a criminal or civil matter arising out of the same facts, the court may stay such discovery for a period of not more than 60 days. Such a showing shall be conducted in camera. The court may extend the 60-day period upon a further showing in camera that the Department of Justice has pursued the criminal or civil investigation or proceedings with reasonable diligence and any proposed discovery in the civil action will interfere with the ongoing criminal or civil investigation or proceedings.

(f) Notwithstanding § 1203(b) of this title, the Department of Justice may elect to pursue its claim through any available alternate remedy, including any administrative proceeding to determine a civil money penalty. If any such alternate remedy is pursued in another proceeding, the party initiating the action shall have the same rights in such proceeding as such party would have had if the action had continued under this chapter; provided however, that no insurer subject to the insurance fraud provisions of Chapter 24 of Title 18 shall have a cause of action pursuant to this chapter. Any finding of fact or conclusion of law made in such other proceeding that has become final shall be conclusive on all parties to an action under this chapter. For purposes of the preceding sentence, a finding or conclusion is final if it has been fully determined on appeal to the appropriate court, if all time for filing such appeal with respect to the finding or conclusion has expired, or if the finding or conclusion is not subject to judicial review.
6 Del. C. § 2504A — Delaware Code / Title 6 / Chapter 25A / Section 2504A
§ Â
        2504A. Record-keeping requirements.
Status: in_force

(a) Any seller or telemarketing business shall preserve its individual records for a period of 24 months from the date the records are produced. A record, to the extent the seller or telemarketing business, or both, created it in the ordinary course of business, shall be kept in the form, manner, format or place as such record is maintained in the ordinary course of business. Records to be preserved shall include, but not be limited to:

(1) All substantially different advertising, brochures, telemarketing scripts and promotional materials;

(2) The name and last known address of each prize recipient and the description of the prize awarded for prizes represented to have a value of $25 or more;

(3) The name and last known address of each prize recipient and the description of the prize awarded for any prize in connection with a consumer call to a 900 number and any prize promotion when the consumer is told that the consumer will definitely win 1 of several prizes and any of the prizes is represented to have a value of $25 or more;

(4) The name and last known address of each customer, the merchandise purchased, the date such merchandise was ordered and shipped or provided, the amount of merchandise ordered and shipped or provided, and the amount paid by the customer;

(5) The name, any fictitious name used, the last known home address and telephone number, and the job title for each current and former employee directly involved in the telemarketing activities; and

(6) All written or recorded authorizations required to be provided or received under this chapter, including, but not limited to, any express verifiable authorization as defined in § 2507A of this title.

(b) The seller and any telemarketing business calling on behalf of the seller may, by written agreement, allocate responsibility between themselves for the record-keeping required by this chapter. When a seller and a telemarketing business have entered into such an agreement, the written terms of that agreement shall determine and govern each party’s respective obligations under this chapter. If no agreement exists, or such written agreement is unclear as to which party must create and maintain a record, the seller shall be deemed the responsible party under this chapter.

(c) In the event of any dissolution or termination of the operations of any business employing telemarketers or the telemarketing business, the principal owners or directors of the entity shall maintain all records as required under this chapter. In the event of any sale, assignment or other change in ownership of the seller or telemarketing business, the buyer or successor shall maintain all records required under this chapter.
6 Del. C. § 9-328 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-328
§ Â
        9-328. Priority of security interests in investment property.
Status: in_force

The following rules govern priority among conflicting security interests in the same investment property:

(1) A security interest held by a secured party having control of investment property under Section 9-106 has priority over a security interest held by a secured party that does not have control of the investment property.

(2) Except as otherwise provided in paragraphs (3) and (4), conflicting security interests held by secured parties each of which has control under Section 9-106 rank according to priority in time of:

(A) if the collateral is a security, obtaining control;

(B) if the collateral is a security entitlement carried in a securities account and:

(i) if the secured party obtained control under Section 8-106(d)(1), the secured party’s becoming the person for which the securities account is maintained;

(ii) if the secured party obtained control under Section 8-106(d)(2), the securities intermediary’s agreement to comply with the secured party’s entitlement orders with respect to security entitlements carried or to be carried in the securities account; or

(iii) if the secured party obtained control through another person under Section 8-106(d)(3), the time on which priority would be based under this paragraph if the other person were the secured party; or

(C) if the collateral is a commodity contract carried with a commodity intermediary, the satisfaction of the requirement for control specified in Section 9-106(b)(2) with respect to commodity contracts carried or to be carried with the commodity intermediary.

(3) A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.

(4) A security interest held by a commodity intermediary in a commodity contract or a commodity account maintained with the commodity intermediary has priority over a conflicting security interest held by another secured party.

(5) A security interest in a certificated security in registered form which is perfected by taking delivery under Section 9-313(a) and not by control under Section 9-314 has priority over a conflicting security interest perfected by a method other than control.

(6) Conflicting security interests created by a broker, securities intermediary, or commodity intermediary which are perfected without control under Section 9-106 rank equally.

(7) In all other cases, priority among conflicting security interests in investment property is governed by Sections 9-322 and 9-323.
6 Del. C. § 4A-304 — Delaware Code / Title 6 / Article 4A / Part 3 / Section 4A-304
§ Â
        4A-304. Duty of sender to report erroneously executed payment order.
Status: in_force

If the sender of a payment order that is erroneously executed as stated in Section 4A-303 receives notification from the receiving bank that the order was executed or that the sender’s account was debited with respect to the order, the sender has a duty to exercise ordinary care to determine, on the basis of information available to the sender, that the order was erroneously executed and to notify the bank of the relevant facts within a reasonable time not exceeding 90 days after the notification from the bank was received by the sender. If the sender fails to perform that duty, the bank is not obliged to pay interest on any amount refundable to the sender under Section 4A-402(d) for the period before the bank learns of the execution error. The bank is not entitled to any recovery from the sender on account of a failure by the sender to perform the duty stated in this section.
6 Del. C. § 9-501 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-501
§ Â
        9-501. Filing office.
Status: in_force

(a) Filing offices. — Except as otherwise provided in subsection (b), if the local law of this State governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is:

(1) the office designated for the filing or recording of a record of a mortgage on the related real property, if:

(A) the collateral is as-extracted collateral or timber to be cut; or

(B) the financing statement is filed as a fixture filing and the collateral is goods that are or are to become fixtures; or

(2) the office of the Secretary of State, in all other cases, including a case in which the collateral is goods that are or are to become fixtures and the financing statement is not filed as a fixture filing.

(b) Filing office for transmitting utilities. — The office in which to file a financing statement to perfect a security interest in collateral, including fixtures, of a transmitting utility is the office of the Secretary of State. The financing statement also constitutes a fixture filing as to the collateral indicated in the financing statement which is or is to become fixtures.
6 Del. C. § 3-206 — Delaware Code / Title 6 / Article 3 / Part 2 / Section 3-206
§ Â
        3-206. Restrictive indorsement.
Status: in_force

(a) An indorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to prevent further transfer or negotiation of the instrument.

(b) An indorsement stating a condition to the right of the indorsee to receive payment does not affect the right of the indorsee to enforce the instrument. A person paying the instrument or taking it for value or collection may disregard the condition, and the rights and liabilities of that person are not affected by whether the condition has been fulfilled.

(c) If an instrument bears an indorsement (i) described in Section 4-201(b), or (ii) in blank or to a particular bank using the words “for deposit,” “for collection,” or other words indicating a purpose of having the instrument collected by a bank for the indorser or for a particular account, the following rules apply:

(1) A person, other than a bank, who purchases the instrument when so indorsed converts the instrument unless the amount paid for the instrument is received by the indorser or applied consistently with the indorsement.

(2) A depositary bank that purchases the instrument or takes it for collection when so indorsed converts the instrument unless the amount paid by the bank with respect to the instrument is received by the indorser or applied consistently with the indorsement.

(3) A payor bank that is also the depositary bank or that takes the instrument for immediate payment over the counter from a person other than a collecting bank converts the instrument unless the proceeds of the instrument are received by the indorser or applied consistently with the indorsement.

(4) Except as otherwise provided in paragraph (3), a payor bank or intermediary bank may disregard the indorsement and is not liable if the proceeds of the instrument are not received by the indorser or applied consistently with the indorsement.

(d) Except for an indorsement covered by subsection (c), if an instrument bears an indorsement using words to the effect that payment is to be made to the indorsee as agent, trustee, or other fiduciary for the benefit of the indorser or another person, the following rules apply:

(1) Unless there is notice of breach of fiduciary duty as provided in Section 3-307, a person who purchases the instrument from the indorsee or takes the instrument from the indorsee for collection or payment may pay the proceeds of payment or the value given for the instrument to the indorsee without regard to whether the indorsee violates a fiduciary duty to the indorser.

(2) A subsequent transferee of the instrument or person who pays the instrument is neither given notice nor otherwise affected by the restriction in the indorsement unless the transferee or payor knows that the fiduciary dealt with the instrument or its proceeds in breach of fiduciary duty.

(e) The presence on an instrument of an indorsement to which this section applies does not prevent a purchaser of the instrument from becoming a holder in due course of the instrument unless the purchaser is a converter under subsection (c) or has notice or knowledge of breach of fiduciary duty as stated in subsection (d).

(f) In an action to enforce the obligation of a party to pay the instrument, the obligor has a defense if payment would violate an indorsement to which this section applies and the payment is not permitted by this section.
6 Del. C. § 2721 — Delaware Code / Title 6 / Chapter 27 / Subchapter III / Section 2721
§ Â
        2721. Notice of termination of contract agreements.
Status: in_force

(a) Notwithstanding any agreement to the contrary, a supplier who terminates a contract agreement with a dealer shall notify the dealer of the termination not less than 6 months prior to the effective date of the termination. If termination results from an ongoing program or standard of which the dealer was aware at least 6 months prior to termination, the supplier shall give 90 days’ notice of termination. However, the supplier may immediately terminate the agreement at any time after the occurrence of any of the following events:

(1) A petition under bankruptcy or receivership law has been filed against the dealer.

(2) The dealer has made an intentional misrepresentation with the intent to defraud the supplier.

(3) Default by the dealer under a chattel mortgage or other security agreement between the dealer and the supplier.

(4) Close out or sale of a substantial part of the dealer’s business related to the handling of the supplier’s product, the commencement or dissolution or liquidation of the dealer if the dealer is a partnership or corporation, or a change, without the prior written approval of the supplier, in the location of the dealer’s principal place of business under the agreement.

(5) Withdrawal of an individual proprietor, partner, major shareholder or manager of the dealership, or a substantial reduction in interest of a partner or major shareholder, without the prior written consent of the supplier.

(6) Revocation or discontinuance of any guarantee of the dealer’s present or future obligations to the supplier.

(b) Notwithstanding any agreement to the contrary, a dealer who terminates a contract agreement with a supplier shall notify the supplier of the termination not less than 6 months prior to the effective date of the termination.

(c) The contract agreement may also be terminated by the mutual written consent of the parties, with the effective date of such termination to be such as may be mutually agreed upon.

(d) Notification under this section shall be in writing and shall be by certified mail or personally delivered to the recipient. It shall contain:

(1) A statement of intention to terminate the agreement.

(2) A statement of the reasons for the termination.

(3) The date on which the termination takes effect.
6 Del. C. § 7608 — Delaware Code / Title 6 / Chapter 76 / Section 7608
§ Â
        7608. Prohibited provisions.
Status: in_force

A lease-purchase agreement may not contain a provision:

(1) Requiring a confession of judgment;

(2) Authorizing a lessor or an agent of the lessor to commit a breach of the peace in the repossession of property;

(3) Waiving a defense, counterclaim or right the lessor may have against the lessor or an agent of the lessor or any assignee of lessor;

(4) Requiring the payment of a late charge unless a lease payment is delinquent for more than 2 business days, and the charge or fee shall not be in an amount more than the greater of 10 percent of the delinquent lease payment or $3.00;

(5) Requiring a separate payment in addition to lease payments in order to acquire ownership of the property, other than by exercising an early purchase option pursuant to § 7609 of this title;

(6) Requiring a waiver of any right of action against the lessor or holder of the lease-purchase agreement or other person acting on the lessor’s or holder’s behalf, for any illegal act committed in the collection of payment or recover under the lease-purchase agreement or in the repossession of goods.
6 Del. C. § 3-420 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-420
§ Â
        3-420. Conversion of instrument.
Status: in_force

(a) The law applicable to conversion of personal property applies to instruments. An instrument is also converted if it is taken by transfer, other than a negotiation, from a person not entitled to enforce the instrument or a bank makes or obtains payment with respect to the instrument for a person not entitled to enforce the instrument or receive payment. An action for conversion of an instrument may not be brought by (i) the issuer or acceptor of the instrument or (ii) a payee or indorsee who did not receive delivery of the instrument either directly or through delivery to an agent or a co-payee.

(b) In an action under subsection (a), the measure of liability is presumed to be the amount payable on the instrument, but recovery may not exceed the amount of the plaintiff’s interest in the instrument.

(c) A representative, other than a depositary bank, who has in good faith dealt with an instrument or its proceeds on behalf of one who was not the person entitled to enforce the instrument is not liable in conversion to that person beyond the amount of any proceeds that it has not paid out.
6 Del. C. § 2412A — Delaware Code / Title 6 / Chapter 24A / Section 2412A
§ Â
        2412A. License in another state.
Status: in_force

If a provider holds a license or certificate of registration in another state authorizing it to provide debt-management services, and the Attorney General has approved the application forms of that state for use under this chapter, the provider may submit a copy of that license or certificate and the application for it in lieu of an application in the form prescribed by § 2405A(a), § 2406A, or § 2411A(b) of this title.
6 Del. C. § 7718 — Delaware Code / Title 6 / Chapter 77 / Section 7718
§ Â
        7718. Attendance at ADR.
Status: in_force

A person may be represented by counsel in all stages of the ADR proceeding. In addition to its counsel, each party must attend the initial ADR proceeding in which the parties make their presentations and submit to questioning and meet with the ADR Specialist. A person may attend through its chief executive officer (or person holding an equivalent position in such entity) or through any other person authorized in writing by the entity’s governing body to so attend, provided such authorized person files a written authorization to attend with the ADR Specialist. The authorization shall state that the representative has the authority to settle the dispute (subject to any limits that are deemed appropriate by the governing body and which limits need not be revealed) and such person is charged with the responsibility of reporting to the party’s governing body on what occurred during the ADR proceedings. Any such report shall be confidential in accordance with § 7716 of this title.
6 Del. C. § 4603 — Delaware Code / Title 6 / Chapter 46 / Section 4603
§ Â
        4603. Discrimination in sale or rental of housing and other prohibited practices.
Status: in_force

(a) For purposes of paragraphs (b)(1)-(5) of this section, the unlawful discrimination against a person on the basis of a specified protected status refers to the protected status of any of the following:

(1) A buyer, renter, or aggrieved person.

(2) A person residing in or intending to reside in that dwelling after it is sold, rented, or made available.

(3) A person associated with that buyer or renter.

(b) Except as exempted by § 4607 of this title, it is unlawful:

(1) To discriminate in the sale or rental, to refuse to sell or rent, to refuse to negotiate for the sale or rental of, or otherwise make unavailable or deny, a dwelling to any person because of race, color, national origin, religion, creed, sex, marital status, familial status, source of income, age, sexual orientation, gender identity, disability, military status, or housing status.

(2) To discriminate against any person in the terms, conditions, or privileges of sale or rental of a dwelling, or in the provision of services or facilities in connection therewith, because of race, color, national origin, religion, creed, sex, marital status, familial status, source of income, age, sexual orientation, gender identity, disability, military status, or housing status.

(3) To make, print, or publish, or cause to be made, printed, or published any notice, statement, or advertisement, with respect to the sale or rental of a dwelling that indicates any preference, limitation, or discrimination based on race, color, national origin, religion, creed, sex, marital status, familial status, source of income, age, sexual orientation, gender identity, disability, military status, or housing status, or an intention to make any such preference, limitation, or discrimination. However, nothing in this chapter restricts the inclusion of information about the availability of housing accessible to persons with a disability in advertising of dwellings.

(4) To represent to any person because of race, color, national origin, religion, creed, sex, marital status, familial status, source of income, age, sexual orientation, gender identity, disability, military status, or housing status that any dwelling is not available for inspection, sale or rental when such dwelling is in fact so available.

(5) To induce or attempt to induce any person to sell or rent any dwelling by representations regarding the entry or prospective entry into the neighborhood of a person or persons of a particular race, color, national origin, religion, creed, sex, marital status, familial status, source of income, age, sexual orientation, gender identity, disability, military status, or housing status.

(6) The rights provided under this subsection do not preclude a landlord’s consideration of any other factor not enumerated herein that is permissible under Delaware state or federal law.

(c) Nothing in this section requires that a dwelling be made available to persons with disabilities whose tenancy would constitute a direct threat to the health or safety of other individuals or whose tenancy would result in substantial physical damage to the property of others.
6 Del. C. § 2-319 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-319
§ Â
        2-319. F.O.B. and F.A.S. terms.
Status: in_force

(1) Unless otherwise agreed the term F.O.B. (which means “free on board”) at a named place, even though used only in connection with the stated price, is a delivery term under which

(a) when the term is F.O.B. the place of shipment, the seller must at that place ship the goods in the manner provided in this Article (Section 2-504) and bear the expense and risk of putting them into the possession of the carrier; or

(b) when the term is F.O.B. the place of destination, the seller must at his or her own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this Article (Section 2-503);

(c) when under either (a) or (b) the term is also F.O.B. vessel, car or other vehicle, the seller must in addition at his or her own expense and risk load the goods on board. If the term is F.O.B. vessel the buyer must name the vessel and in an appropriate case the seller must comply with the provisions of this Article on the form of bill of lading (Section 2-323).

(2) Unless otherwise agreed the term F.A.S. vessel (which means “free alongside”) at a named port, even though used only in connection with the stated price, is a delivery term under which the seller must

(a) at his or her own expense and risk deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and

(b) obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading.

(3) Unless otherwise agreed in any case falling within subsection (1) (a) or (c) or subsection (2) the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in an appropriate case its name and sailing date. The seller may treat the failure of needed instructions as a failure of cooperation under this Article (Section 2-311). He or she may also at his or her option move the goods in any reasonable manner preparatory to delivery or shipment.

(4) Under the term F.O.B. vessel or F.A.S. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.
6 Del. C. § 4310 — Delaware Code / Title 6 / Chapter 43 / Subchapter III / Section 4310
§ Â
        4310. Contracts made by mail or telephone without solicitation by salesperson.
Status: in_force

Retail installment sales negotiated and entered into by mail or telephone without personal solicitation by a salesperson or other representative of the seller, where the seller’s cash and deferred payment prices and other terms are clearly set forth in a catalog or other printed solicitation of business which is generally available to the public, may be made as hereinafter provided. All the provisions of this chapter shall apply to such sales except that the seller shall not be required to deliver a copy of the contract to the buyer as provided in § 4309 of this title, and if, when the proposed retail installment sale contract is received by the seller from the buyer, there are blank spaces to be filled in, the seller may insert in the appropriate blank spaces the amounts of money and other terms which are set forth in the seller’s catalog which is then in effect. In lieu of the copy of the contract provided for in § 4309 of this title, the seller shall, within 15 days from the date of shipment of goods, furnish to the buyer a written statement of the items inserted in such blank spaces.
6 Del. C. § 4-401 — Delaware Code / Title 6 / Article 4 / Part 4 / Section 4-401
§ Â
        4-401. When bank may charge customerâs account.
Status: in_force

(a) A bank may charge against the account of a customer an item that is properly payable from that account even though the charge creates an overdraft. An item is properly payable if it is authorized by the customer and is in accordance with any agreement between the customer and bank.

(b) A customer is not liable for the amount of an overdraft if the customer neither signed the item nor benefited from the proceeds of the item.

(c) A bank may charge against the account of a customer a check that is otherwise properly payable from the account, even though payment was made before the date of the check, unless the customer has given notice to the bank of the postdating describing the check with reasonable certainty. The notice is effective for the period stated in Section 4-403(b) for stop-payment orders, and must be received at such time and in such manner as to afford the bank a reasonable opportunity to act on it before the bank takes any action with respect to the check described in Section 4-303. If a bank charges against the account of a customer a check before the date stated in the notice of postdating, the bank is liable for damages for the loss resulting from its act. The loss may include damages for dishonor of subsequent items under Section 4-402.

(d) A bank that in good faith makes payment to a holder may charge the indicated account of its customer according to:

(1) The original terms of the altered item; or

(2) The terms of the completed item, even though the bank knows the item has been completed unless the bank has notice that the completion was improper.
6 Del. C. § 2504F — Delaware Code / Title 6 / Chapter 25F / Section 2504F
§ Â
        2504F. Enforcement.
Status: in_force

(a) The Attorney General has the same authority to enforce and carry out this chapter as under Chapter 25 of Title 29 and by §§ 2511 through 2527 and §§ 2531 through 2536 of this title.

(b) A violation of this chapter shall be deemed an unlawful practice under § 2513 of this title and a violation of subchapter II of Chapter 25 of this title.

(c) Nothing in this chapter modifies requirements under mental health parity laws, including § 3343, § 3571T, or § 3578 of Title 18 or the federal Mental Health Parity and Addiction Equity Act of 2008 (29 U.S.C. § 1185a).
6 Del. C. § 2507D — Delaware Code / Title 6 / Chapter 25D / Section 2507D
§ Â
        2507D. Duration and term of stays; codefendants not in service.
Status: in_force

(a) Period of stay. — A stay of an action, proceeding, attachment, or execution made pursuant to the provisions of this chapter by a court may be ordered for the period of military service and 90 days thereafter, or for any part of that period. The court may set the terms and amounts for such installment payments as is considered reasonable by the court.

(b) Codefendants. — If the servicemember is a codefendant with others who are not in military service and who are not entitled to the relief and protections provided under this chapter, the plaintiff may proceed against those other defendants with the approval of the court.

(c) Inapplicability of section. — This section does not apply to §§ 2504D and 2510D of this title.
6 Del. C. § 2501F — Delaware Code / Title 6 / Chapter 25F / Section 2501F
§ Â
        2501F. Definitions.
Status: in_force

For purposes of this chapter:

(1) “Carrier” means any entity that provides health insurance in this State. “Carrier” includes an insurance company, health service corporation, health maintenance organization, and any other entity providing a plan of health insurance or health benefits subject to state insurance regulation. “Carrier” also includes any third-party administrator or other entity that adjusts, administers, or settles claims in connection with health benefit plans.

(2) “Health benefit plan” means any hospital or medical policy or certificate, major medical expense insurance, health service corporation subscriber contract, or health maintenance organization subscriber contract.

(3) “Health-care facility” means an institution, facility, or agency licensed, certified, or otherwise authorized or permitted by law to provide health care in the ordinary course of business.

(4) “Health-care provider” means an individual licensed, certified, or otherwise authorized or permitted by law to provide health care in the ordinary course of business or practice of a profession.
6 Del. C. § 2A-509 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-509
§ Â
        2A-509. Lesseeâs rights on improper delivery; rightful rejection.
Status: in_force

(1) Subject to the provisions of Section 2A-510 on default in installment lease contracts, if the goods or the tender or delivery fail in any respect to conform to the lease contract, the lessee may reject or accept the goods or accept any commercial unit or units and reject the rest of the goods.

(2) Rejection of goods is ineffective unless it is within a reasonable time after tender or delivery of the goods and the lessee seasonably notifies the lessor.
6 Del. C. § 4213 — Delaware Code / Title 6 / Chapter 42 / Section 4213
§ Â
        4213. Waiver of provisions void and unenforceable.
Status: in_force

Any waiver by the buyer of the provisions of this chapter shall be deemed contrary to public policy and shall be void and unenforceable.
6 Del. C. § 73-211 — Delaware Code / Title 6 / Chapter 73 / Subchapter II / Section 73-211
§ Â
        73-211. Filing of sales and advertising literature.
Status: in_force

The Director may by rule or order require the filing of any prospectus, pamphlet, circular, form letter, advertisement or other sales literature or advertising communication addressed or intended for distribution to prospective investors, including clients or prospective clients of an investment adviser unless the security or transaction is exempted by § 73-207 of this title or is a federal covered security.
6 Del. C. § 3-409 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-409
§ Â
        3-409. Acceptance of draft; certified check.
Status: in_force

(a) “Acceptance” means the drawee’s signed agreement to pay a draft as presented. It must be written on the draft and may consist of the drawee’s signature alone. Acceptance may be made at any time and becomes effective when notification pursuant to instructions is given or the accepted draft is delivered for the purpose of giving rights on the acceptance to any person.

(b) A draft may be accepted although it has not been signed by the drawer, is otherwise incomplete, is overdue, or has been dishonored.

(c) If a draft is payable at a fixed period after sight and the acceptor fails to date the acceptance, the holder may complete the acceptance by supplying a date in good faith.

(d) “Certified check” means a check accepted by the bank on which it is drawn. Acceptance may be made as stated in subsection (a) or by a writing on the check which indicates that the check is certified. The drawee of a check has no obligation to certify the check, and refusal to certify is not dishonor of the check.
6 Del. C. § 5117 — Delaware Code / Title 6 / Chapter 51 / Section 5117
§ Â
        5117. Method of sale of commodities.
Status: in_force

Commodities in liquid form shall be sold only by liquid measure or by weight, and, except as otherwise provided in this chapter, commodities not in liquid form shall be sold only by weight, by measure of length or area, or by count; provided, that liquid commodities may be sold by weight and commodities not in liquid form may be sold by count only if such methods give accurate information as to the quantity of commodity sold; and provided further, that the provisions of this section shall not apply:

(1) To commodities when sold for immediate consumption on the premises where sold,

(2) To vegetables when sold by the head or bunch,

(3) To commodities in containers standardized by a law of this State or by federal law,

(4) To commodities in package form when there exists a general consumer usage to express the quantity in some other manner,

(5) To concrete aggregates, concrete mixtures, and loose solid materials such as earth, soil, gravel, crushed stone, and the like, when sold by cubic measure, or

(6) To unprocessed vegetable and animal fertilizer when sold by cubic measure.

The Secretary of Agriculture, subject to the approval of the Department of Agriculture, may issue such reasonable regulations as are necessary to assure that amounts of commodity sold are determined in accordance with good commercial practice and are so determined and represented as to be accurate and informative to all parties at interest.
6 Del. C. § 2A-107 — Delaware Code / Title 6 / Article 2A / Part 1 / Section 2A-107
§ Â
        2A-107. Waiver or renunciation of claim or right after default.
Status: in_force

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a waiver or renunciation in a signed record delivered by the aggrieved party.
6 Del. C. § 3702 — Delaware Code / Title 6 / Chapter 37 / Section 3702
§ Â
        3702. Sellerâs record of watches sold to consumers; inspection.
Status: in_force

The seller’s record of sold watches containing the information specified in § 3701 of this title shall be kept for at least 3 years from the date of the sale of the watch and shall be open for inspection during all business hours by any member of the police department of the City of Wilmington or other peace officer of the State.
6 Del. C. § 1310 — Delaware Code / Title 6 / Chapter 13 / Section 1310
§ Â
        1310. Supplementary provisions.
Status: in_force

Unless displaced by the provisions of this chapter, the principles of law and equity, including the law merchant and the law relating to principal and agent, estoppel, laches, fraud, misrepresentation, duress, coercion, mistake, insolvency or other validating or invalidating cause, supplement its provisions.
6 Del. C. § 2551 — Delaware Code / Title 6 / Chapter 25 / Subchapter V / Section 2551
§ Â
        2551. Definitions.
Status: in_force

As used in this chapter, unless the context otherwise requires:

(1) “Franchise” means a contract or other arrangement governing the business relationship within this State between a franchised distributor and a franchisor where the franchised distributor is required to pay more than $100 to enter into such contract or other arrangement; provided, however, that a franchised distributor as defined under paragraph (2)(d) of this section shall not be required to have paid any consideration to enter into such contract or other arrangement.

(2) “Franchised distributor ” means an individual, partnership, corporation, or unincorporated association with a place of business within the State, and engaged in the business of:

(a) Purchasing or taking on consignment products which bear the trademark or trade name of the manufacturer, producer or publisher for the primary purpose of selling such products to retail outlets; or

(b) Selling in or through retail outlets products which bear the trademark or trade name of no more than 3 manufacturers, producers, publishers, trademark licensors, or trade name licensors; or

(c) Purchasing or taking on consignment, books, magazines, journals, newspapers, or other publications for the primary purpose of selling such publications to retail outlets; or

(d) Operating a service station, filling station, store, garage or other place of business for the sale of motor fuel for delivery into the service tank or tanks of any vehicle propelled by an internal combustion engine.

(3) “Franchisor” means an individual, partnership, corporation or unincorporated association in the business of:

(a) Distributing or selling to one or more franchised distributors, on its own behalf or on behalf of another, products which bear the trademark or trade name of the manufacturer, producer or publisher; or

(b) Licensing the use of one or more trademarks or trade names to one or more franchised distributors; or

(c) Distributing or selling to one or more franchised distributors, on its own behalf or on behalf of another, books, magazines, journals, newspapers, and/or other publications published by it or by another; or

(d) Producing or refining of petroleum products, or the producer or fabricator of any automotive products sold or distributed by a service station.

(4) “Products” means any tangible items offered for sale irrespective of their nature, including, without limiting the generality of the term, all types of publications.
6 Del. C. § 17-912 — Delaware Code / Title 6 / Chapter 17 / Subchapter IX / Section 17-912
§ Â
        17-912. Activities not constituting doing business.
Status: in_force

(a) Activities of a foreign limited partnership in the State of Delaware that do not constitute doing business for the purpose of this subchapter include:

(1) Maintaining, defending or settling an action or proceeding;

(2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange or registration of the limited partnership’s own securities or maintaining trustees or depositories with respect to those securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the State of Delaware before they become contracts;

(7) Selling, by contract consummated outside the State of Delaware, and agreeing, by the contract, to deliver into the State of Delaware, machinery, plants or equipment, the construction, erection or installation of which within the State of Delaware requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation;

(8) Creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property;

(9) Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;

(10) Conducting an isolated transaction that is not one in the course of similar transactions;

(11) Doing business in interstate commerce; and

(12) Doing business in the State of Delaware as an insurance company.

(b) A person shall not be deemed to be doing business in the State of Delaware solely by reason of being a partner of a domestic limited partnership or a foreign limited partnership.

(c) This section does not apply in determining whether a foreign limited partnership is subject to service of process, taxation or regulation under any other law of the State of Delaware.
6 Del. C. § 4-213 — Delaware Code / Title 6 / Article 4 / Part 2 / Section 4-213
§ Â
        4-213. Medium and time of settlement by bank.
Status: in_force

(a) With respect to settlement by a bank, the medium and time of settlement may be prescribed by Federal Reserve regulations or circulars, clearing-house rules, and the like, or agreement. In the absence of such prescription:

(1) The medium of settlement is cash or credit to an account in a Federal Reserve bank of or specified by the person to receive settlement; and

(2) The time of settlement is:

(i) With respect to tender of settlement by cash, a cashier’s check, or teller’s check, when the cash or check is sent or delivered;

(ii) With respect to tender of settlement by credit in an account in a Federal Reserve Bank, when the credit is made;

(iii) With respect to tender of settlement by a credit or debit to an account in a bank, when the credit or debit is made or, in the case of tender of settlement by authority to charge an account, when the authority is sent or delivered; or

(iv) With respect to tender of settlement by a funds transfer, when payment is made pursuant to Section 4A-406(a) to the person receiving settlement.

(b) If the tender of settlement is not by a medium authorized by subsection (a) or the time of settlement is not fixed by subsection (a), no settlement occurs until the tender of settlement is accepted by the person receiving settlement.

(c) If settlement for an item is made by cashier’s check or teller’s check and the person receiving settlement before its midnight deadline:

(1) Presents or forwards the check for collection, settlement is final when the check is finally paid; or

(2) Fails to present or forward the check for collection, settlement is final at the midnight deadline of the person receiving settlement.

(d) If settlement for an item is made by giving authority to charge the account of the bank giving settlement in the bank receiving settlement, settlement is final when the charge is made by the bank receiving settlement if there are funds available in the account for the amount of the item.
6 Del. C. § 2501H — Delaware Code / Title 6 / Chapter 25H / Section 2501H
§ Â
        2501H. Purpose.
Status: in_force

It is the policy of this State to promote equal consumer access to goods or services at retail stores and to prevent discrimination against lower-income and immigrant consumers based on limited access to credit or banking services. Retail stores that do not accept cash as payment for goods or services discriminate against consumers who must pay with cash. By prohibiting cashless retail sales, Delaware will prevent retail stores from discriminating against these consumers.

The State further finds that growth of cashless retail sales will lead to the elimination of numerous jobs the duties of which include checking out consumers. Protection of these jobs will further protect consumers who pay with cash. It will also support the growth of Delaware’s economy and job market. By prohibiting cashless retail, the State will protect jobs and promote job growth in the future.
6 Del. C. § 2-702 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-702
§ Â
        2-702. Sellerâs remedies on discovery of buyerâs insolvency.
Status: in_force

(1) Where the seller discovers the buyer to be insolvent he or she may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this Article (Section 2-705).

(2) Where the seller discovers that the buyer has received goods on credit while insolvent he or she may reclaim the goods upon demand made within ten days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three months before delivery the ten day limitation does not apply. Except as provided in this subsection the seller may not base a right to reclaim goods on the buyer’s fraudulent or innocent misrepresentation of solvency or of intent to pay.

(3) The seller’s right to reclaim under subsection (2) is subject to the rights of a buyer in ordinary course or other good faith purchaser or lien creditor under this Article (Section 2-403). Successful reclamation of goods excludes all other remedies with respect to them.
6 Del. C. § 18-703 — Delaware Code / Title 6 / Chapter 18 / Subchapter VII / Section 18-703
§ Â
        18-703. Memberâs limited liability company interest subject to charging order.
Status: in_force

(a) On application by a judgment creditor of a member or of a member’s assignee, a court having jurisdiction may charge the limited liability company interest of the judgment debtor to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such limited liability company interest.

(b) A charging order constitutes a lien on the judgment debtor’s limited liability company interest.

(c) This chapter does not deprive a member or member’s assignee of a right under exemption laws with respect to the judgment debtor’s limited liability company interest.

(d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a member or a member’s assignee may satisfy a judgment out of the judgment debtor’s limited liability company interest and attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor, whether the limited liability company has 1 member or more than 1 member.

(e) No creditor of a member or of a member’s assignee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited liability company.

(f) The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such charging order.
6 Del. C. § 73-303 — Delaware Code / Title 6 / Chapter 73 / Subchapter III / Section 73-303
§ Â
        73-303. Post-registration provisions for broker-dealers, investment advisers and federal covered advisers.
Status: in_force

(a) Every registered broker-dealer and investment adviser shall make and keep such accounts, correspondence, memoranda, papers, books and other records as the Director prescribes by rule or order, except as provided by § 15 of the Securities Exchange Act 1934 [15 U.S.C. § 78o] (in the case of a broker-dealer) and § 222 of the Investment Advisers Act of 1940 [15 U.S.C. § 80b-18a] (in the case of an investment adviser). All records so required, with respect to an investment adviser, shall be preserved for such period as the Director prescribes by rule or order.

(b) With respect to investment advisers, the Director may require that certain information be furnished or disseminated as necessary or appropriate in the public interest or for the protection of investors and advisory clients. To the extent determined by the Director in the Director’s discretion, information furnished to clients or prospective clients of an investment adviser that would be in compliance with the Investment Advisers Act of 1940 [15 U.S.C. § 80b-1 et seq.] and the rules thereunder may be used in whole or partial satisfaction of this requirement.

(c) Every registered broker-dealer and every registered investment adviser shall file such financial reports as the Director may prescribe by rule or order, except as provided by § 15 of the Securities Exchange Act of 1934 [15 U.S.C. § 78o] (in the case of a broker-dealer) and § 222 of the Investment Advisers Act of 1940 [15 U.S.C. § 80b-18a] (in the case of an investment adviser).

(d) If the information contained in any document filed with the Director is or becomes inaccurate or incomplete in any material respect, the registrant or federal covered adviser shall file a correcting amendment promptly if the document is filed with respect to a registrant, or when such amendment is required to be filed with the Securities and Exchange Commission if the document is filed with respect to a federal covered adviser, unless notification of the correction has been given under § 73-302(b), (c) or (d) of this title.

(e) All the records referred to in subsection (a) of this section are subject at any time or from time to time to such reasonable periodic, special or other examinations by representatives of the Director, within or without this State, as the Director deems necessary or appropriate in the public interest or for the protection of investors. For the purpose of avoiding unnecessary duplication of examinations, the Director, insofar as the Director deems it practicable in administering this subsection, may cooperate with the securities administrators of other states, the Securities and Exchange Commission, and any national securities exchange or national securities association registered under the Securities Exchange Act of 1934 [15 U.S.C. § 78a et seq.].
6 Del. C. § 5106 — Delaware Code / Title 6 / Chapter 51 / Section 5106
§ Â
        5106. General powers and duties of Secretary of Agriculture.
Status: in_force

The Secretary of Agriculture shall have the custody of the state standards of weight and measure and of the other standards and equipment provided for by this chapter, and shall keep accurate records of the same. The Secretary of Agriculture shall enforce the provisions of this chapter. The Secretary of Agriculture shall have and keep a general supervision over the weights and measures offered for sale, sold, or in use in the State.
6 Del. C. § 2715 — Delaware Code / Title 6 / Chapter 27 / Subchapter II / Section 2715
§ Â
        2715. Promise of decedent respecting testamentary disposition of property.
Status: in_force

No action shall be brought to charge the personal representatives or heirs of any deceased person upon any agreement to make a will of real or personal property, or to give a legacy or make a devise, unless such agreement is reduced to writing, or some memorandum or note thereof is signed by the person whose personal representatives or heirs are sought to be charged, or some other person lawfully authorized in writing, by the decedent, to sign for in the decedent’s absence. This section shall not apply to any agreement made prior to May 1, 1933.
6 Del. C. § 4902A — Delaware Code / Title 6 / Chapter 49A / Section 4902A
§ Â
        4902A. Definitions.
Status: in_force

For the purposes of this chapter, the following definitions shall apply:

(1) “Airbag” means a motor vehicle inflatable occupant restraint system device that is part of a supplemental restraint system.

(2) “Automotive repair facility” means any person who performs auto repair work on a motor vehicle for financial profit.

(3) “Auto repair work” means performing or attempting to perform repairs and/or maintenance on a motor vehicle for financial profit.

(4) “Counterfeit supplemental restraint system component” means a replacement supplemental restraint system component, including, but not limited to, an airbag, that displays a mark identical to, or substantially similar to, the genuine mark of a motor vehicle manufacturer or a supplier of parts to the manufacturer of a motor vehicle without authorization from that manufacturer or supplier, respectively.

(5) “Motor vehicle” is as defined by § 101(42) of Title 21.

(6) “Nonfunctional airbag” means a replacement airbag that meets any of the following criteria:

a. The airbag was previously deployed or damaged;

b. The airbag has an electric fault that is detected by the vehicle’s airbag diagnostic systems when the installation procedure is completed and the vehicle is returned to the customer who requested the work to be performed or when ownership is intended to be transferred;

c. The airbag includes a part or object, including a supplemental restraint system component, that is installed in a motor vehicle to mislead the owner or operator of the motor vehicle into believing that a functional airbag has been installed; or

d. The airbag is subject to the prohibitions of 49 U.S.C. § 30120(j).

(7) “Pattern of violations” means 3 or more violations within a 1-year period.

(8) “Person” includes an individual, corporation, statutory trust, business trust, estate, trust, partnership, association, 2 or more persons having a joint or common interest or any other legal or commercial entity.

(9) “Supplemental restraint system” means a passive inflatable motor vehicle occupant crash protection system designed for use in conjunction with a seat belt as defined in 49 CFR 571.209. A supplemental restraint system includes 1 or more airbags and all components required to ensure that an airbag works as designed by the vehicle manufacturer including both of the following:

a. The airbag operates as designed in the event of a crash; and

b. The airbag is designed to meet federal motor vehicle safety standards for the specific make, model, and year of the vehicle in which it is or will be installed.
6 Del. C. § 2-605 — Delaware Code / Title 6 / Article 2 / Part 6 / Section 2-605
§ Â
        2-605. Waiver of buyerâs objections by failure to particularize.
Status: in_force

(1) The buyer’s failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him or her from relying on the unstated defect to justify rejection or to establish breach

(a) where the seller could have cured it if stated seasonably; or

(b) between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely.

(2) Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents.
6 Del. C. § 2-715 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-715
§ Â
        2-715. Buyerâs incidental and consequential damages.
Status: in_force

(1) Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.

(2) Consequential damages resulting from the seller’s breach include

(a) any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and

(b) injury to person or property proximately resulting from any breach of warranty.
6 Del. C. § 15-103 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-103
§ Â
        15-103. Effect of partnership agreement; nonwaivable provisions.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

(b) The partnership agreement may not:

(1) Vary the rights and duties under § 15-105 of this title except to eliminate the duty to provide copies of statements to all of the partners;

(2) Restrict a partner’s rights to obtain information as provided in § 15-403 of this title, except as permitted by § 15-403(f) of this title;

(3) Eliminate the implied contractual covenant of good faith and fair dealing;

(4) Vary the power to dissociate as a partner under § 15-602(a) of this title, except to require the notice under § 15-601(1) of this title to be in writing;

(5) Vary the right of a court to expel a partner in the events specified in § 15-601(5) of this title;

(6) Vary the requirement to wind up the partnership business in cases specified in § 15-801(4), (5) or (6) of this title;

(7) Vary the law applicable to a limited liability partnership under § 15-106(b) of this title; or

(8) Vary the denial of partnership power to issue a certificate of partnership interest in bearer form under § 15-503(h) of this title.

(c) Notwithstanding anything to the contrary contained in this section, §§ 15-201(a), 15-203 and 15-501 of this title may be modified only to the extent provided in a statement of partnership existence or a statement of qualification and in a partnership agreement. Unless otherwise provided in a partnership agreement, the provisions of this chapter apply to a partnership that has a statement of partnership existence or a statement of qualification and a partnership agreement that has modified §§ 15-201(a), 15-203 and 15-501 of this title.

(d) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements.

(e) A partner or other person shall not be liable to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner’s or other person’s good faith reliance on the provisions of the partnership agreement.

(f) A partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a partner or other person to a partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement; provided, that a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.
6 Del. C. § 2A-525 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-525
§ Â
        2A-525. Lessorâs right to possession of goods.
Status: in_force

(1) If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods.

(2) After a default by the lessee under the lease contract of the type described in Section 2A-523(1) or 2A-523(3)(a) or, if agreed, after other default by the lessee, the lessor has the right to take possession of the goods. If the lease contract so provides, the lessor may require the lessee to assemble the goods and make them available to the lessor at a place to be designated by the lessor which is reasonably convenient to both parties. Without removal, the lessor may render unusable any goods employed in trade or business, and may dispose of goods on the lessee’s premises (Section 2A-527).

(3) The lessor may proceed under subsection (2) without judicial process if it can be done without breach of the peace or the lessor may proceed by action.
6 Del. C. § 18-402 — Delaware Code / Title 6 / Chapter 18 / Subchapter IV / Section 18-402
§ Â
        18-402. Management of limited liability company.
Status: in_force

Unless otherwise provided in a limited liability company agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits of the limited liability company owned by all of the members, the decision of members owning more than 50 percent of the said percentage or other interest in the profits controlling; provided however, that if a limited liability company agreement provides for the management, in whole or in part, of a limited liability company by a manager, the management of the limited liability company, to the extent so provided, shall be vested in the manager who shall be chosen in the manner provided in the limited liability company agreement. The manager shall also hold the offices and have the responsibilities accorded to the manager by or in the manner provided in a limited liability company agreement. Subject to § 18-602 of this title, a manager shall cease to be a manager as provided in a limited liability company agreement. A limited liability company may have more than 1 manager. Unless otherwise provided in a limited liability company agreement, each member and manager has the authority to bind the limited liability company.
6 Del. C. § 2420A — Delaware Code / Title 6 / Chapter 24A / Section 2420A
§ Â
        2420A. Cancellation of agreement; waiver.
Status: in_force

(a) An individual may cancel an agreement before midnight of the third business day after the individual assents to it, unless the agreement does not comply with subsection (b) of this section or § 2419A or 2428A of this title, in which event the individual may cancel the agreement within 30 days after the individual assents to it. To exercise the right to cancel, the individual must give notice in a record to the provider. Notice by mail is given when mailed.

(b) An agreement must be accompanied by a form that contains in bold-face type surrounded by bold black lines:

Notice of Right to Cancel

You may cancel this agreement, without any penalty or obligation, at any time before midnight of the third business day that begins the day after you agree to it by electronic communication or by signing it.

To cancel this agreement during this period, send an e-mail to ____ E-mail address of provider or mail or deliver a signed, dated copy of this notice, or any other written notice to ____ Name of provider at ____ Address of provider before midnight on ____ Date

If you cancel this agreement within the 3-day period, we will refund all money you already have paid us.

You also may terminate this agreement at any later time, but we are not required to refund fees you have paid us.

I cancel this agreement,

________________________________ Print your name

________________________________ Signature

________________________________ Date

(c) If a personal financial emergency necessitates the disbursement of an individual’s money to 1 or more of the individual’s creditors before the expiration of 3 days after an agreement is signed, an individual may waive the right to cancel. To waive the right, the individual must send or deliver a signed, dated statement in the individual’s own words describing the circumstances that necessitate a waiver. The waiver must explicitly waive the right to cancel. A waiver by means of a standard-form record is void.
6 Del. C. § 4337 — Delaware Code / Title 6 / Chapter 43 / Subchapter IX / Section 4337
§ Â
        4337. Service charge.
Status: in_force

Subject to the other provisions of this subchapter a retail seller or the holder of a retail installment account may charge and collect a service charge computed on the outstanding unpaid indebtedness in a buyer’s retail installment account and may calculate such service charge in the manner and at such daily, weekly, monthly, annual or other periodic percentage rate or rates as the agreement governing retail installment account provides; provided, however, that if the service charge as so computed is less than $1.00 for any month, the holder may charge $1.00 as a service charge for such month. If the applicable periodic percentage rate under the agreement governing a retail installment account is other than daily, the service charge may be calculated on an amount not in excess of the average of outstanding unpaid indebtedness for the applicable billing period, determined by dividing the total of the amounts of outstanding unpaid indebtedness for each day in the applicable billing period by the number of days in the billing period. If the applicable periodic percentage rate under the agreement governing the retail installment account is monthly, a billing period shall be deemed to be a month or monthly if the last day of each billing period is on the same day of each month or does not vary by more than 4 days therefrom.
6 Del. C. § 7-202 — Delaware Code / Title 6 / Article 7 / Part 2 / Section 7-202
§ Â
        7-202. Form of warehouse receipt; effect of omission.
Status: in_force

(a) A warehouse receipt need not be in any particular form.

(b) Unless a warehouse receipt provides for each of the following, the warehouse is liable for damages caused to a person injured by its omission:

(1) A statement of the location of the warehouse facility where the goods are stored;

(2) The date of issue of the receipt;

(3) The unique identification code of the receipt;

(4) A statement whether the goods received will be delivered to the bearer, to a named person, or to a named person or its order;

(5) The rate of storage and handling charges, unless goods are stored under a field warehousing arrangement, in which case a statement of that fact is sufficient on a nonnegotiable receipt;

(6) A description of the goods or the packages containing them;

(7) The signature of the warehouse or its agent;

(8) If the receipt is issued for goods that the warehouse owns, either solely, jointly, or in common with others, a statement of the fact of that ownership; and

(9) A statement of the amount of advances made and of liabilities incurred for which the warehouse claims a lien or security interest, unless the precise amount of advances made or liabilities incurred, at the time of the issue of the receipt, is unknown to the warehouse or to its agent that issued the receipt, in which case a statement of the fact that advances have been made or liabilities incurred and the purpose of the advances or liabilities is sufficient.

(c) A warehouse may insert in its receipt any terms that are not contrary to the Uniform Commercial Code and do not impair its obligation of delivery under § 7-403 or its duty of care under § 7-204. Any contrary provision is ineffective.
6 Del. C. § 17-602 — Delaware Code / Title 6 / Chapter 17 / Subchapter VI / Section 17-602
§ Â
        17-602. Withdrawal of general partner and assignment of general partnerâs partnership interest.
Status: in_force

(a) A general partner may withdraw from a limited partnership at the time or upon the happening of events specified in the partnership agreement and in accordance with the partnership agreement. A partnership agreement may provide that a general partner shall not have the right to withdraw as a general partner of a limited partnership. Notwithstanding that a partnership agreement provides that a general partner does not have the right to withdraw as a general partner of a limited partnership, a general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal of a general partner violates a partnership agreement, in addition to any remedies otherwise available under applicable law, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the withdrawing general partner.

(b) Notwithstanding anything to the contrary set forth in this chapter, a partnership agreement may provide that a general partner may not assign a partnership interest in a limited partnership prior to the dissolution and winding up of the limited partnership.
6 Del. C. § 2734 — Delaware Code / Title 6 / Chapter 27 / Subchapter IV / Section 2734
§ Â
        2734. Contracts with automatic renewal provisions.
Status: in_force

(a) A seller that sells, leases, or offers to sell or lease any merchandise to a consumer under a contract that contains an automatic renewal provision shall disclose the terms of the automatic renewal provision clearly and conspicuously at the time the contract is entered into.

(b) A seller that sells or leases any merchandise to a consumer under a contract that is renewed for a specified period of more than 1 month if the renewal causes the contract to be in effect more than 12 months after the day of the initiation of the contract, shall notify the consumer of each upcoming extension of the contract no less than 30 days and no more than 60 days before the cancellation deadline under the automatic renewal provision. The notification required under this subsection must clearly and conspicuously disclose all of the following:

(1) That unless the consumer cancels the contract, the contract will automatically renew.

(2) The date by which the consumer must cancel the contract to avoid automatic renewal.

(3) The procedures the consumer must follow to cancel the contract. If the consumer entered into the contract online, the seller must provide an online procedure for a consumer to cancel the contract.

(4) How the consumer may obtain details of the automatic renewal provision, including any of the following:

a. Contacting the seller at a specified telephone number or address.

b. Providing a copy of the provision.

c. Providing access to the contract.

d. By any other appropriate method.

(c) A seller that fails to comply with the requirements of this section is in violation of this subchapter unless the seller demonstrates all of the following:

(1) As part of the seller’s routine business practice, the seller does all of the following:

a. Establishes and implements written procedures to comply with this section.

b. Enforces compliance with the procedures established under paragraph (c)(1)a. of this section.

(2) Any failure to comply with this section is the result of error.

(3) As part of the seller’s routine business practice, where an error has caused the failure to comply with this section, the unearned portion of the contract subject to the automatic renewal provision is refunded as of the date on which the seller is notified of the error or becomes aware of the error, whichever is earlier.

(d) This section does not apply to any of the following:

(1) Matters subject to the jurisdiction of the Public Service Commission.

(2) Matters subject to the jurisdiction of the Insurance Commission of this State.

(3) Matters subject to the jurisdiction of the Federal Communications Commission.

(4) Leases subject to the Residential Landlord-Tenant Code, Chapters 51 through 59 of Title 25, or the Manufactured Homes and Manufactured Home Communities Act, Chapter 70 of Title 25.
6 Del. C. § 2505E — Delaware Code / Title 6 / Chapter 25E / Section 2505E
§ Â
        2505E. Anticipatory relief.
Status: in_force

(a) A federal worker who is furloughed or required to work without pay during a shutdown may apply to a court for a temporary stay, postponement, or suspension regarding any payment of rent, mortgage, tax, fine, penalty, insurance premium, judgment, or other civil obligation or liability that the federal worker owes or would owe during the duration of the shutdown.

(b) A court may grant relief if the court finds that the ability of the federal worker to pay such obligation has been materially affected by the shutdown.
6 Del. C. § 17-803 — Delaware Code / Title 6 / Chapter 17 / Subchapter VIII / Section 17-803
§ Â
        17-803. Winding up.
Status: in_force

(a) Unless otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, or a person approved by the limited partners, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners may wind up the limited partnership’s affairs; but the Court of Chancery, upon cause shown, may wind up the limited partnership’s affairs upon application of any partner, the partner’s personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. Unless otherwise provided in a partnership agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and effective on or prior to July 31, 2015, shall continue to be governed by this subsection as in effect on July 31, 2015.

(b) Upon dissolution of a limited partnership and until the filing of a certificate of cancellation as provided in § 17-203 of this title, the persons winding up the limited partnership’s affairs may, in the name of, and for and on behalf of, the limited partnership, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited partnership’s business, dispose of and convey the limited partnership’s property, discharge or make reasonable provision for the limited partnership’s liabilities, and distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee.
6 Del. C. § 4343 — Delaware Code / Title 6 / Chapter 43 / Subchapter IX / Section 4343
§ Â
        4343. Application of other sections to retail installment accounts.
Status: in_force

The provisions of §§ 4320 and 4323 of this title shall apply to retail installment accounts.
6 Del. C. § 2409A — Delaware Code / Title 6 / Chapter 24A / Section 2409A
§ Â
        2409A. License â Issuance or denial.
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c) of this section, the Attorney General shall issue a provider license to a person who complies with §§ 2405A and 2406A of this title.

(b) The Attorney General may deny a license if:

(1) The application contains information that is materially erroneous or incomplete;

(2) An officer, director, or owner of the applicant has been convicted of a crime, or suffered a civil judgment, involving dishonesty or the violation of state or federal securities laws;

(3) The applicant or any of its officers, directors, or owners has defaulted in the payment of money collected for others; or

(4) The Attorney General finds that the financial responsibility, experience, character, or general fitness of the applicant or its owners, directors, employees, or agents does not warrant belief that the business will be operated in compliance with this chapter.

(c) The Attorney General shall deny a license if:

(1) The application is not accompanied by the fee established pursuant to this chapter; or

(2) With respect to an applicant that has organized as a not-for-profit entity or has obtained tax-exempt status under the Federal Internal Revenue Code, 26 U.S.C. § 501 as amended, the applicant’s board of directors is not independent of the applicant’s employees and agents.

(d) Subject to adjustment of the dollar amount pursuant to § 2432A(f) of this title, a board of directors is not independent for purposes of subsection (c) of this section if more than 1/4 of its members:

(1) Are affiliates of the applicant, as defined in § 2402A(1)(A) or (1)(B)(i), (1)(B)(ii), (1)(B)(iv), (1)(B)(v), (1)(B)(vi), or (1)(B)(vii) of this title; or

(2) After the date 10 years before first becoming a director of the applicant, were employed by or directors of a person that received from the applicant more than $25,000 in either the current year or the preceding year.
6 Del. C. § 15-303 — Delaware Code / Title 6 / Chapter 15 / Subchapter III / Section 15-303
§ Â
        15-303. Statement of partnership existence.
Status: in_force

(a) A partnership may file a statement of partnership existence, which:

(1) Must include:

(i) The name of the partnership; and

(ii) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 15-111 of this title; and

(2) May state (i) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership, (ii) the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and (iii) any other matter.

(b) A statement of partnership existence supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

(1) Except for transfers of real property, a grant of authority contained in a statement of partnership existence is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another statement. A filed cancellation of a limitation on authority revives the previous grant of authority.

(2) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a statement of partnership existence recorded in the office for recording transfers of that real property is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a cancellation of a limitation on authority revives the previous grant of authority.

(c) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the statement containing the limitation on authority is of record in the office for recording transfers of that real property.

(d) Except as otherwise provided in subsections (b) and (c) of this section and §§ 15-704 and 15-805 of this title, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a statement.
6 Del. C. § 7-603 — Delaware Code / Title 6 / Article 7 / Part 6 / Section 7-603
§ Â
        7-603. Conflicting claims; interpleader.
Status: in_force

If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action.
6 Del. C. § 5125 — Delaware Code / Title 6 / Chapter 51 / Section 5125
§ Â
        5125. Clams, mussels, oysters, and other mollusks.
Status: in_force

Whole clams, oysters, mussels or other mollusks in the shell, whether fresh or frozen, shall be sold by weight including the weight of the shell, but not including the liquid of ice packed with them, dry measure and/or count. In addition, size designations may be provided. Fresh oysters removed from the shell shall be sold by weight or by fluid volume. For oysters sold by weight or by volume, a maximum of 15 percent free liquid by weight is permitted.
6 Del. C. § 1409 — Delaware Code / Title 6 / Chapter 14 / Section 1409
§ Â
        1409. Filing of certificate.
Status: in_force

(a) The certificate of acceptance and any certificates of amendment, correction or cancellation and of any restated certificate shall be delivered to the office of the Secretary of State for filing. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of authority as a prerequisite to filing. Upon receipt of all filing fees required by law, the Secretary of State shall certify that the certificate of acceptance, the certificate of amendment, the certificate of correction, the certificate of cancellation or the restated certificate has been filed in the Secretary’s office by endorsing upon the filed certificate the word, “Filed,” and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud. The Secretary of State shall thereupon file and index the endorsed certificate.

(b) Upon the filing of a certificate of acceptance in the office of the Secretary of State or upon the future effective date or time of a certificate of acceptance as provided for therein, the certificate of acceptance shall be effective. Upon the filing of a certificate of amendment, certificate of correction or restated certificate in the office of the Secretary of State or upon the future effective date or time of a certificate of amendment or restated certificate as provided for therein, the certificate of acceptance shall be amended or restated as set forth therein. Upon the filing of a certificate of cancellation or upon the future effective date or time of a certificate of cancellation, the certificate of acceptance shall be canceled.

(c) A fee, as set forth in § 1410(a)(1) of this title, shall be paid at the time of the filing of a certificate of acceptance, a certificate of amendment, a certificate of correction or restated certificate.

(d) A fee, as set forth in § 1410(a)(2) of this title shall be paid for a certified copy of any certificate on file as provided for by this chapter and a fee as set forth in § 1410(a)(3) of this title, shall be paid for each page copied.

(e) Any signature on any certificate authorized to be filed with the Secretary of State under any provision of this chapter may be a facsimile, a conformed signature or an electronically transmitted signature. Any such certificate may be filed by telecopy, fax or similar electronic transmission; provided however, that the Secretary of State shall have no obligation to accept such filing if such certificate is illegible or otherwise unsuitable for processing.
6 Del. C. § 2413 — Delaware Code / Title 6 / Chapter 24 / Section 2413
§ Â
        2413. Burden of proving exemption.
Status: in_force

In an action under this chapter the burden of proving an exemption under § 2402 of this title shall be on the person claiming the exemption.
6 Del. C. § 2503G — Delaware Code / Title 6 / Chapter 25G / Section 2503G
§ Â
        2503G. Organohalogen prohibitions.
Status: in_force

A person may not manufacture, sell, offer to sell, or distribute a mattress that contains, or has a constituent component that contains, more than 0.1% of an organohalogen or more than 0.1% of a mixture that includes 1 or more organohalogens.