6 Del. C. § 17-910 — Delaware Code / Title 6 / Chapter 17 / Subchapter IX / Section 17-910
§ Â
        17-910. Service of process on registered foreign limited partnerships.
Status: in_force

(a) Service of legal process upon any foreign limited partnership shall be made by delivering a copy personally to any managing or general agent or general partner of the foreign limited partnership in the State of Delaware or the registered agent of the foreign limited partnership in the State of Delaware, or by leaving it at the dwelling house or usual place of abode in the State of Delaware of any such managing or general agent, general partner or registered agent (if the registered agent be an individual), or at the registered office or other place of business of the foreign limited partnership in the State of Delaware. If the registered agent be a corporation, service of process upon it as such may be made by serving, in the State of Delaware, a copy thereof on the president, vice-president, secretary, assistant secretary or any director of the corporate registered agent. Service by copy left at the dwelling house or usual place of abode of any officer, managing or general agent, general partner or registered agent, or at the registered office or other place of business of the foreign limited partnership in the State of Delaware, to be effective must be delivered thereat at least 6 days before the return date of the process, and in the presence of an adult person, and the officer serving the process shall distinctly state the manner of service in the return thereto. Process returnable forthwith must be delivered personally to the officer, managing or general agent, general partner or registered agent.

(b) In case the officer whose duty it is to serve legal process cannot by due diligence serve the process in any manner provided for by subsection (a) of this section, it shall be lawful to serve the process against the foreign limited partnership upon the Secretary of State, and such service shall be as effectual for all intents and purposes as if made in any of the ways provided for in subsection (a) of this section. Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate. In the event that service is effected through the Secretary of State in accordance with this subsection, the Secretary of State shall forthwith notify the foreign limited partnership by letter, directed to the foreign limited partnership at the address of a general partner as it appears on the records relating to such foreign limited partnership on file with the Secretary of State or, if no such address appears, at its last registered office. Such letter shall be sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection, and to pay to the Secretary of State the sum of $50 for the use of the State of Delaware, which sum shall be taxed as a part of the costs in the proceeding if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served upon the Secretary, the fact that service has been effected pursuant to this subsection, the return date thereof and the day and hour when the service was made. The Secretary of State shall not be required to retain such information for a period longer than 5 years from receipt of the service of process.
6 Del. C. § 9-209 — Delaware Code / Title 6 / Article 9 / Part 2 / Section 9-209
§ Â
        9-209. Duties of secured party if account debtor has been notified of assignment.
Status: in_force

(a) Applicability of section. — Except as otherwise provided in subsection (c), this section applies if:

(1) there is no outstanding secured obligation; and

(2) the secured party is not committed to make advances, incur obligations, or otherwise give value.

(b) Duties of secured party after receiving demand from debtor. — Within 10 days after receiving a signed demand by the debtor, a secured party shall send to an account debtor that has received notification under Section 9-406(a) or 12-106(b) of an assignment to the secured party as assignee under a signed record that releases the account debtor from any further obligation to the secured party.

(c) Inapplicability to sales. — This section does not apply to an assignment constituting the sale of an account, chattel paper, or payment intangible.
6 Del. C. § 3-407 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-407
§ Â
        3-407. Alteration.
Status: in_force

(a) “Alteration” means (i) an unauthorized change in an instrument that purports to modify in any respect the obligation of a party, or (ii) an unauthorized addition of words or numbers or other change to an incomplete instrument relating to the obligation of a party.

(b) Except as provided in subsection (c), an alteration fraudulently made discharges a party whose obligation is affected by the alteration unless that party assents or is precluded from asserting the alteration. No other alteration discharges a party, and the instrument may be enforced according to its original terms.

(c) A payor bank or drawee paying a fraudulently altered instrument or a person taking it for value, in good faith and without notice of the alteration, may enforce rights with respect to the instrument (i) according to its original terms, or (ii) in the case of an incomplete instrument altered by unauthorized completion, according to its terms as completed.
6 Del. C. § 9-626 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-626
§ Â
        9-626. Action in which deficiency or surplus is in issue.
Status: in_force

(a) Applicable rules if amount of deficiency or surplus in issue. — In an action arising from a transaction, other than a consumer transaction, in which the amount of a deficiency or surplus is in issue, the following rules apply:

(1) A secured party need not prove compliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance unless the debtor or a secondary obligor places the secured party’s compliance in issue.

(2) If the secured party’s compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition, or acceptance was conducted in accordance with this part.

(3) Except as otherwise provided in Section 9-628, if a secured party fails to prove that the collection, enforcement, disposition, or acceptance was conducted in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, expenses, and attorney’s fees exceeds the greater of:

(A) the proceeds of the collection, enforcement, disposition, or acceptance; or

(B) the amount of proceeds that would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance.

(4) For purposes of paragraph (3)(B), the amount of proceeds that would have been realized is equal to the sum of the secured obligation, expenses, and attorney’s fees unless the secured party proves that the amount is less than that sum.

(5) If a deficiency or surplus is calculated under Section 9-615(f), the debtor or obligor has the burden of establishing that the amount of proceeds of the disposition is significantly below the range of prices that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.

(b) Non-consumer transactions; no inference. — The limitation of the rules in subsection (a) to transactions other than consumer transactions is intended to leave to the court the determination of the proper rules in consumer transactions. The court may not infer from that limitation the nature of the proper rule in consumer transactions and may continue to apply established approaches.
6 Del. C. § 73-102 — Delaware Code / Title 6 / Chapter 73 / Subchapter I / Section 73-102
§ Â
        73-102. Administration of chapter.
Status: repealed

(a) This chapter shall be administered by the Attorney General who may designate a Deputy Attorney General to act as Investor Protection Director to be the principal executive officer of an Investor Protection Unit of the Department of Justice to act for the Attorney General administering this chapter. The Investor Protection Director shall have the qualifications of and his or her salary shall be fixed as that of a Deputy Attorney General.

(b) The Director may make, amend and rescind rules, regulations, forms and orders to carry out and define the provisions of this chapter. The Director shall publish such rules, regulations, forms and orders as such rules specify.

(c) The Director may, by rule, regulation or order, delegate the Director’s powers, duties and authority to issue orders, pursuant to §§ 73-501 through 73-601 of this title or otherwise in this chapter, to an administrative hearing officer appointed by the Attorney General (or his or her designee).

(d) [Repealed.]
6 Del. C. § 7-203 — Delaware Code / Title 6 / Article 7 / Part 2 / Section 7-203
§ Â
        7-203. Liability for nonreceipt or misdescription.
Status: in_force

A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies upon the description of the goods in the document may recover from the issuer damages caused by the nonreceipt or misdescription of the goods, except to the extent that:

(1) The document conspicuously indicates that the issuer does not know whether all or part of the goods in fact were received or conform to the description, such as a case in which the description is in terms of marks or labels or kind, quantity, or condition, or the receipt or description is qualified by “contents, condition, and quality unknown”, “said to contain”, or words of similar import, if the indication is true; or

(2) The party or purchaser otherwise has notice of the nonreceipt or misdescription.
6 Del. C. § 17-212 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-212
§ Â
        17-212. No statutory appraisal rights.
Status: in_force

Unless otherwise provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division, no appraisal rights shall be available with respect to a partnership interest or another interest in a limited partnership, including in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership or a registered series of the limited partnership is a constituent party to the merger or consolidation, any division of the limited partnership, any conversion of the limited partnership to another business form, any conversion of a protected series of the limited partnership to a registered series of such limited partnership, any conversion of a registered series of the limited partnership to a protected series of such limited partnership, any transfer to or domestication or continuance in any jurisdiction by the limited partnership, or the sale of all or substantially all of the limited partnership’s assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any appraisal rights provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division.
6 Del. C. § 3-207 — Delaware Code / Title 6 / Article 3 / Part 2 / Section 3-207
§ Â
        3-207. Reacquisition.
Status: in_force

Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel indorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the instrument to be payable to the reacquirer or to bearer, the reacquirer may negotiate the instrument. An indorser whose indorsement is canceled is discharged, and the discharge is effective against any subsequent holder.
6 Del. C. § 8-509 — Delaware Code / Title 6 / Article 8 / Part 5 / Section 8-509
§ Â
        8-509. Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder.
Status: in_force

(a) If the substance of a duty imposed upon a securities intermediary by Sections 8-504 through 8-508 is the subject of other statute, regulation, or rule, compliance with that statute, regulation, or rule satisfies the duty.

(b) To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation, or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.

(c) The obligation of a securities intermediary to perform the duties imposed by Sections 8-504 through 8-508 is subject to:

(1) rights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise; and

(2) rights of the securities intermediary under other law, regulation, rule, or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.

(d) Sections 8-504 through 8-508 do not require a securities intermediary to take any action that is prohibited by other statute, regulation, or rule.
6 Del. C. § 4316 — Delaware Code / Title 6 / Chapter 43 / Subchapter IV / Section 4316
§ Â
        4316. Period of installment payments.
Status: in_force

Contracts may be payable in successive monthly, semimonthly or weekly installments.
6 Del. C. § 4-106 — Delaware Code / Title 6 / Article 4 / Part 1 / Section 4-106
§ Â
        4-106. Payable through or payable at bank; collecting bank.
Status: in_force

(a) If an item states that it is “payable through” a bank identified in the item, (i) the item designates the bank as a collecting bank and does not by itself authorize the bank to pay the item, and (ii) the item may be presented for payment only by or through the bank.

(b) If an item states that it is “payable at” a bank identified in the item, (i) the item designates the bank as a collecting bank and does not by itself authorize the bank to pay the item, and (ii) the item may be presented for payment only by or through the bank.

(c) If a draft names a nonbank drawee and it is unclear whether a bank named in the draft is a co-drawee or a collecting bank, the bank is a collecting bank.
6 Del. C. § 5-113 — Delaware Code / Title 6 / Article 5 / Section 5-113
§ Â
        5-113. Transfer by operation of law.
Status: in_force

(a) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in the name of the beneficiary without disclosing its status as a successor.

(b) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in its own name as the disclosed successor of the beneficiary. Except as otherwise provided in subsection (e), an issuer shall recognize a disclosed successor of a beneficiary as beneficiary in full substitution for its predecessor upon compliance with the requirements for recognition by the issuer of a transfer of drawing rights by operation of law under the standard practice referred to in Section 5-108(e) or, in the absence of such a practice, compliance with other reasonable procedures sufficient to protect the issuer.

(c) An issuer is not obliged to determine whether a purported successor is a successor of a beneficiary or whether the signature of a purported successor is genuine or authorized.

(d) Honor of a purported successor’s apparently complying presentation under subsection (a) or (b) has the consequences specified in Section 5-108(i) even if the purported successor is not the successor of a beneficiary. Documents signed in the name of the beneficiary or of a disclosed successor by a person who is neither the beneficiary nor the successor of the beneficiary are forged documents for the purposes of Section 5-109.

(e) An issuer whose rights of reimbursement are not covered by subsection (d) or substantially similar law and any confirmer or nominated person may decline to recognize a presentation under subsection (b).

(f) A beneficiary whose name is changed after the issuance of a letter of credit has the same rights and obligations as a successor of a beneficiary under this Section.
6 Del. C. § 5004C — Delaware Code / Title 6 / Chapter 50C / Section 5004C
§ Â
        5004C. Exemptions.
Status: in_force

This chapter does not apply to any of the following:

(1) Any bank, credit union, or financial institution, as defined under the federal Gramm Leach Bliley Act, 15 U.S.C. § 6801 et seq., as amended, that is subject to the regulation of the Office of the Comptroller of Currency, the Federal Reserve, the National Credit Union Administration, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Office of Thrift Supervision and the U.S. Department of the Treasury, the Department of Business Regulation, or the Delaware Department of Insurance and is subject to the privacy and security provisions of the Gramm Leach Bliley Act;

(2) Any health insurer or health-care facility that is subject to and in compliance with the standards for privacy of individually identifiable health information and the security standards for the protection of electronic health information of the Health Insurance Portability and Accountability Act of 1996 [P.L. 104-191]; or

(3) Any consumer report agency that is subject to and in compliance with the Federal Credit Reporting Act, 15 U.S.C. § 1681 et seq., as amended; or

(4) Any government, governmental subdivision, agency, or instrumentality.
6 Del. C. § 15-308 — Delaware Code / Title 6 / Chapter 15 / Subchapter III / Section 15-308
§ Â
        15-308. Liability of purported partner.
Status: in_force

(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with 1 or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If a partnership obligation results, the purported partner is liable with respect to that obligation as if the purported partner were a partner. If no partnership obligation results, the purported partner is liable with respect to that obligation jointly and severally with any other person consenting to the representation. In the case of a limited liability partnership, a person’s liability under § 15-308(a) of this title is subject to § 15-306 of this title as if the person were a partner in the limited liability partnership.

(b) If a person is thus represented to be a partner in an existing partnership, or with 1 or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership existence.

(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership existence to indicate the partner’s dissociation from the partnership.

(e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons.
6 Del. C. § 2604 — Delaware Code / Title 6 / Chapter 26 / Section 2604
§ Â
        2604. Combination sales and concessions.
Status: in_force

It is unlawful for any wholesaler, with the purpose or intent specified in § 2601 of this title, to:

(1) Sell cigarettes in combination with any other item or items of merchandise where any such other item is given free of charge or sold at a price which is below the cost of such item to the seller;

(2) Sell cigarettes in combination with any other item or items of merchandise where the total sale price for all the items included in the sale is less than the sum of the cost of cigarettes to the wholesaler, as herein defined, plus the cost to the wholesaler of all other items included in the sale, including items given free of charge in connection with the sale;

(3) Give cigarettes free of charge, except in the case of specially packaged manufacturers’ samples which are designated on the package as not to be sold; and

(4) Make any rebate, advertising allowance, or any other concession by any means or device whatever in connection with the sale of cigarettes, whereby the cigarettes are in effect sold below cost as herein defined, except that any reduction in cost to the seller resulting from any payment or compensation given by manufacturers of cigarettes on a uniform and nondiscriminatory basis for promotional services, and any coupons issued and ultimately redeemed by the manufacturer on the same basis may be passed on to the purchaser without violating this chapter.
6 Del. C. § 3501 — Delaware Code / Title 6 / Chapter 35 / Section 3501
§ Â
        3501. Definitions.
Status: in_force

As used in this chapter:

(1) “Billing period” means the payment cycle agreed to by the parties, or, in the absence of an agreement, the calendar month within which the work is performed.

(2) “Contractor” includes, but is not limited to, an architect, engineer, real estate broker or agent, subcontractor or other person, who enters into any contract with another person to furnish labor and/or materials in connection with the erection, construction, completion, alteration or repair of any building or for additions to a building, by such contractor, or for the sale to such other person of any lands and premises, whether owned by such contractor or another, upon which such contractor undertakes to erect, construct, complete, alter or repair any building or addition to a building.

(3) “Moneys or funds” includes, but is not limited to, the entire amount of all moneys or funds received by a contractor, as defined in this section, who, being the owner of the legal title to lands and premises, receives, in connection with a contract for the sale thereof and for the erection, construction, completion, alteration or repair of any building or addition thereon by such contractor, any moneys or funds by way of a loan or advance upon the security of such lands and premises for the purpose of such erection, construction, completion, alteration or repair, or who receives from the other contracting party or vendee any deposit or sum of money on account of the purchase or contract price, and no part of such moneys or funds shall be deemed or construed applicable to the payment of the cost or selling price of land, unless that part of the contract price or selling price applicable to cost or selling price of land, be specifically so stated in the contract.

(4) “Owner” means a person who has an interest in the lands or premises upon which a contractor has undertaken to erect, construct, complete, alter or repair any building or addition to a building.

(5) “Person” shall include a corporation, partnership, limited liability corporation or partnership, business trust, other association, estate trust, foundation or a natural person.

(6) “Subcontractor” means a person who enters into a contract to furnish labor and/or materials to a contractor.
6 Del. C. § 2402C — Delaware Code / Title 6 / Chapter 24C / Section 2402C
§ Â
        2402C. Definitions.
Status: in_force

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

(1) “Commercial communication” means any written or oral statement, illustration, or depiction in any medium that is designed to effect a sale of or create interest in purchasing, any mortgage modification service.

(2) “Dwelling” means a residential structure containing 4 or fewer units, whether or not the structure is attached to real property, that is primarily for personal, family, or household use.

(3) “Dwelling loan” or “mortgage loan” means any loan secured by a dwelling, and any associated deed of trust or mortgage.

(4) “Mortgage loan modification services” means services as an intermediary between an individual and 1 or more dwelling loan creditors for the purpose of obtaining assent to the repayment of a mortgage loan on terms more favorable to the individual than the terms of the original mortgage loan.

(5) “Mortgage loan modification services provider” means any person that provides, offers to provide, or arranges for others to provide, any mortgage modification service but does not include the dwelling loan holder, servicer, or any agent or contractor of such individuals or entities.

(6) “Servicer” means the individual or entity responsible for receiving any scheduled periodic payment from a homeowner pursuant to the terms of the dwelling loan that is the subject of the offer to provide mortgage modification services or for making the payments of principal and interest and such other payments with respect to the amounts received as may be required pursuant to the terms of the mortgage servicing loan documents or servicing contract.
6 Del. C. § 11-105 — Delaware Code / Title 6 / Article 11 / Section 11-105
§ Â
        11-105. Transition provision on change of place of filing.
Status: in_force

(1) A financing statement or continuation statement filed prior to January 1, 1984, which shall not have lapsed prior to January 1, 1984, shall remain effective for the period provided in the Prior Uniform Commercial Code, but not less than 5 years after the filing.

(2) With respect to any collateral acquired by the debtor subsequent to this Act becoming effective, any effective financing statement or continuation statement described in this section shall apply only if the filing or filings are in the office or offices that would be appropriate to perfect the security interests in the new collateral under the Revised Uniform Commercial Code.

(3) The effectiveness of any financing statement or continuation statement filed prior to January 1, 1984, may be continued by a continuation statement as permitted by the Revised Uniform Commercial Code, except that:

(a) If the Revised Uniform Commercial Code requires a filing in an office where there was no previous financing statement, a new financing statement conforming to Section 11-106 shall be filed in that office; and

(b) If the financing statement or continuation statement relates to a security interest that cannot be perfected by filing under the Revised Uniform Commercial Code, this subsection shall be inapplicable.

(4) If the recording of a mortgage of real estate would have been effective as a fixture filing of goods described therein if the Revised Uniform Commercial Code had been in effect on the date of recording the mortgage, the recorded mortgage shall be deemed effective as a fixture filing as to such goods under former subsection (6) of Section 9-402 [see now Section 9-502, generally] of the Revised Uniform Commercial Code on the effective date of this Act.
6 Del. C. § 9-108 — Delaware Code / Title 6 / Article 9 / Part 1 / Section 9-108
§ Â
        9-108. Sufficiency of description.
Status: in_force

(a) Sufficiency of description. — Except as otherwise provided in subsections (c), (d), and (e), a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described.

(b) Examples of reasonable identification. — Except as otherwise provided in subsection (d), a description of collateral reasonably identifies the collateral if it identifies the collateral by:

(1) specific listing;

(2) category;

(3) except as otherwise provided in subsection (e), a type of collateral defined in the Uniform Commercial Code;

(4) quantity;

(5) computational or allocational formula or procedure; or

(6) except as otherwise provided in subsection (c), any other method, if the identity of the collateral is objectively determinable.

(c) Supergeneric description not sufficient. — A description of collateral as “all the debtor’s assets” or “all the debtor’s personal property” or using words of similar import does not reasonably identify the collateral.

(d) Investment property. — Except as otherwise provided in subsection (e), a description of a security entitlement, securities account, or commodity account is sufficient if it describes:

(1) the collateral by those terms or as investment property; or

(2) the underlying financial asset or commodity contract.

(e) When description by type insufficient. — A description only by type of collateral defined in the Uniform Commercial Code is an insufficient description of:

(1) a commercial tort claim; or

(2) in a consumer transaction, consumer goods, a security entitlement, a securities account, or a commodity account.
6 Del. C. § 1406 — Delaware Code / Title 6 / Chapter 14 / Section 1406
§ Â
        1406. Allocation of earnings.
Status: in_force

(a) The net earnings of a workers cooperative shall be allocated and distributed by the board of directors in accordance with the organizational documents.

(b) Except as otherwise provided in the organizational documents, all of the net earnings of the workers cooperative with respect to a period of time shall be allocated to members on the basis of: (i) patronage during such period of time, (ii) capital contributions, or (iii) some combination of patronage during such period of time and capital contributions; provided, however, that, pursuant to the organizational documents, at least a majority of the allocated earnings of the workers cooperative with respect to a period of time shall be allocated to members on the basis of: (i) patronage during such period of time, (ii) capital contributions, or (iii) some combination of patronage during such period of time and capital contributions.

(c) The allocation, distribution and payment of earnings required by this section may be in cash, credits, written notices of allocation or any other type of tangible or intangible property, including, without limitation, shares of stock issued by the workers cooperative.
6 Del. C. § 2506J — Delaware Code / Title 6 / Chapter 25J / Section 2506J
§ Â
        2506J. Liability for medical debt.
Status: in_force

(a) Parents are jointly liable for any medical debts incurred by children under the age of 18.

(b) No spouse or other person may be liable for the medical debt or nursing home debt of any other person age 18 or older. A spouse may voluntarily consent to assume liability, but such consent:

(1) Must be on a separate standalone document signed by the person.

(2) May not be solicited in an emergency room or during an emergency situation.

(3) May not be required as a condition of providing any emergency or nonemergency health-care services.
6 Del. C. § 2419A — Delaware Code / Title 6 / Chapter 24A / Section 2419A
§ Â
        2419A. Form and contents of agreement.
Status: in_force

(a) An agreement must:

(1) Be in a record;

(2) Be dated and signed by the provider and the individual;

(3) Include the name of the individual and the address where the individual resides;

(4) Include the name, business address, and telephone number of the provider;

(5) Be delivered to the individual immediately upon formation of the agreement; and

(6) Disclose:

(A) The services to be provided;

(B) The amount or method of determining the amount of all fees, individually itemized, to be paid by the individual;

(C) The schedule of payments to be made by or on behalf of the individual, including the amount of each payment, the date on which each payment is due, and an estimate of the date of the final payment;

(D) If a plan provides for regular periodic payments to creditors:

(i) Each creditor of the individual to which payment will be made, the amount owed to each creditor, and any concessions the provider reasonably believes each creditor will offer; and

(ii) The schedule of expected payments to each creditor, including the amount of each payment and the date on which it will be made;

(E) Each creditor that the provider believes will not participate in the plan and to which the provider will not direct payment;

(F) How the provider will comply with its obligations under § 2427A(a) of this title;

(G) That the provider may terminate the agreement for good cause, upon return of unexpended money of the individual;

(H) That the individual may cancel the agreement as provided in § 2420A of this title;

(I) That the individual may contact the Attorney General with any questions or complaints regarding the provider; and

(J) The address, telephone number, and Internet address or website of the Attorney General.

(b) For purposes of paragraph (a)(5) of this section, delivery of an electronic record occurs when it is made available in a format in which the individual may retrieve, save, and print it and the individual is notified that it is available.

(c) If the Attorney General supplies the provider with any information required under paragraph (a)(6)(J) of this section, the provider may comply with that requirement only by disclosing the information supplied by the Attorney General.

(d) An agreement must provide that:

(1) The individual has a right to terminate the agreement at any time, without penalty or obligation, by giving the provider written or electronic notice, in which event:

(A) The provider will refund all unexpended money that the provider or its agent has received from or on behalf of the individual for the reduction or satisfaction of the individual’s debt;

(B) With respect to an agreement that contemplates that creditors will settle debts for less than the principal amount of debt, the provider will refund 65 percent of fees associated with that percentage of the principal amount remaining unsettled at the time of the termination; and

(C) All powers of attorney granted by the individual to the provider are revoked and ineffective;

(2) The individual authorizes any bank in which the provider or its agent has established a trust account to disclose to the Attorney General any financial records relating to the trust account; and

(3) The provider will notify the individual within 5 days after learning of a creditor’s decision to reject or withdraw from a plan and that this notice will include:

(A) The identity of the creditor; and

(B) The right of the individual to modify or terminate the agreement.

(e) An agreement may confer on a provider a power of attorney to settle the individual’s debt for no more than 50 percent of the amount of the debt. An agreement may not confer a power of attorney to settle a debt for more than 50 percent of that amount, but may confer a power of attorney to negotiate with creditors of the individual on behalf of the individual. An agreement must provide that the provider will obtain the assent of the individual after a creditor has assented to a settlement for more than 50 percent of the amount of the debt.

(f) An agreement may not:

(1) Provide for application of the law of any jurisdiction other than the United States and this State;

(2) Except as permitted by Section 2 of the Federal Arbitration Act, 9 U.S.C. § 2, as amended, or the Delaware Uniform Arbitration Act, Chapter 57 of Title 10, contain a provision that modifies or limits otherwise available forums or procedural rights, including the right to trial by jury, that are generally available to the individual under law other than this chapter;

(3) Contain a provision that restricts the individual’s remedies under this chapter or law other than this chapter; or

(4) Contain a provision that:

(A) Limits or releases the liability of any person for not performing the agreement or for violating this chapter; or

(B) Indemnifies any person for liability arising under the agreement or this chapter.

(g) All rights and obligations specified in subsection (d) of this section and § 2420A of this title exist even if not provided in the agreement. A provision in an agreement which violates subsection (d), (e), or (f) of this section is void.
6 Del. C. § 17-505 — Delaware Code / Title 6 / Chapter 17 / Subchapter V / Section 17-505
§ Â
        17-505. Defense of usury not available.
Status: in_force

No obligation of a partner of a limited partnership to the limited partnership, or to a partner of the limited partnership, arising under the partnership agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a partner, shall be subject to the defense of usury, and no partner shall interpose the defense of usury with respect to any such obligation in any action.
6 Del. C. § 2007 — Delaware Code / Title 6 / Chapter 20 / Section 2007
§ Â
        2007. Effect on other law.
Status: in_force

(a) Except as provided in subsection (b) of this section, this chapter displaces conflicting tort, restitutionary and other law of this State providing civil remedies for misappropriation of a trade secret.

(b) This chapter does not affect:

(1) Contractual remedies, whether or not based upon misappropriation of a trade secret;

(2) Other civil remedies that are not based upon misappropriation of a trade secret; or

(3) Criminal remedies, whether or not based upon misappropriation of a trade secret.
6 Del. C. § 5002A — Delaware Code / Title 6 / Chapter 50A / Section 5002A
§ Â
        5002A. Notice to consumer.
Status: in_force

At the time of purchase the manufacturer must provide directly to the consumer a written statement on a separate piece of paper, in 10-point all capital type, in substantially the following form: “IMPORTANT: IF THIS VEHICLE IS DEFECTIVE, YOU MAY BE ENTITLED UNDER STATE LAW TO REPLACEMENT OF IT OR A REFUND OF ITS PURCHASE PRICE. HOWEVER, TO BE ENTITLED TO REFUND OR REPLACEMENT, YOU MUST FIRST NOTIFY THE MANUFACTURER, ITS AGENT OR ITS AUTHORIZED DEALER OF THE PROBLEM IN WRITING AND GIVE THEM AN OPPORTUNITY TO REPAIR THE VEHICLE.”
6 Del. C. § 18-1202 — Delaware Code / Title 6 / Chapter 18 / Subchapter XII / Section 18-1202
§ Â
        18-1202. Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement.
Status: in_force

(a) A “statutory public benefit limited liability company” is a for-profit limited liability company formed under and subject to the requirements of this chapter that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a statutory public benefit limited liability company shall be managed in a manner that balances the members’ pecuniary interests, the best interests of those materially affected by the limited liability company’s conduct, and the public benefit or public benefits set forth in its limited liability company agreement and in its certificate of formation. A statutory public benefit limited liability company shall state in its limited liability company agreement and in the heading of its certificate of formation that it is a statutory public benefit limited liability company and shall set forth in its limited liability company agreement and in its certificate of formation 1 or more specific public benefits to be promoted by the limited liability company. In the event of any inconsistency between the public benefit or benefits to be promoted by the limited liability company as set forth in its limited liability company agreement and in its certificate of formation, the limited liability company agreement shall control as among the members, the managers and other persons who are party to or otherwise bound by the liability company agreement. A manager of a statutory public benefit limited liability company or, if there is no manager, then any member of a statutory public benefit limited liability company who becomes aware that the specific public benefit or benefits to be promoted by the limited liability company as set forth in its limited liability company agreement are inaccurately set forth in its certificate of formation, shall promptly amend the certificate of formation. Any provision in the limited liability company agreement or certificate of formation of a statutory public benefit limited liability company that is inconsistent with this subchapter shall not be effective to the extent of such inconsistency.

(b) “Public benefit” means a positive effect (or reduction of negative effects) on 1 or more categories of persons, entities, communities or interests (other than members in their capacities as members) including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. “Public benefit provisions” means the provisions of a limited liability company agreement contemplated by this subchapter.
6 Del. C. § 2A-310 — Delaware Code / Title 6 / Article 2A / Part 3 / Section 2A-310
§ Â
        2A-310. Lessorâs and lesseeâs rights goods become accessions.
Status: in_force

(1) Goods are “accessions” when they are installed in or affixed to other goods.

(2) The interest of a lessor or a lessee under a lease contract entered into before the goods became accessions is superior to all interests in the whole except as stated in subsection (4).

(3) The interest of a lessor or a lessee under a lease contract entered into at the time or after the goods became accessions is superior to all subsequently acquired interests in the whole except as stated in subsection (4) but is subordinate to interests in the whole existing at the time the lease contract was made unless the holders of such interests in the whole have in writing consented to the lease or disclaimed an interest in the goods as part of the whole.

(4) The interest of a lessor or a lessee under a lease contract described in subsection (2) or (3) is subordinate to the interest of:

(a) A buyer in the ordinary course of business or a lessee in the ordinary course of business of any interest in the whole acquired after the goods became accessions; or

(b) A creditor with a security interest in the whole perfected before the lease contract was made to the extent that the creditor makes subsequent advances without knowledge of the lease contract.

(5) When under subsections (2) or (3) and (4) a lessor or a lessee of accessions holds an interest that is superior to all interests in the whole, the lessor or the lessee may (a) on default, expiration, termination, or cancellation of the lease contract by the other party but subject to the provisions of the lease contract and this Article, or (b) if necessary to enforce his or her other rights and remedies under this Article, remove the goods from the whole, free and clear of all interests in the whole, but he or she must reimburse any holder of an interest in the whole who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury but not for any diminution in value of the whole caused by the absence of the goods removed or by any necessity for replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation.
6 Del. C. § 2-324 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-324
§ Â
        2-324. âNo arrival, no saleâ term.
Status: in_force

Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed,

(a) the seller must properly ship conforming goods and if they arrive by any means he or she must tender them on arrival but he or she assumes no obligation that the goods will arrive unless he or she has caused the non-arrival; and

(b) where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (Section 2-613).
6 Del. C. § 9-210 — Delaware Code / Title 6 / Article 9 / Part 2 / Section 9-210
§ Â
        9-210. Request for accounting; request regarding list of collateral or statement of account.
Status: in_force

(a) Definitions. — In this section:

(1) “Request” means a record of a type described in paragraph (2), (3), or (4).

(2) “Request for an accounting” means a record signed by a debtor requesting that the recipient provide an accounting of the unpaid obligations secured by collateral and reasonably identifying the transaction or relationship that is the subject of the request.

(3) “Request regarding a list of collateral” means a record signed by a debtor requesting that the recipient approve or correct a list of what the debtor believes to be the collateral securing an obligation and reasonably identifying the transaction or relationship that is the subject of the request.

(4) “Request regarding a statement of account” means a record signed by a debtor requesting that the recipient approve or correct a statement indicating what the debtor believes to be the aggregate amount of unpaid obligations secured by collateral as of a specified date and reasonably identifying the transaction or relationship that is the subject of the request.

(b) Duty to respond to requests. — Subject to subsections (c), (d), (e), and (f), a secured party, other than a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall comply with a request within 14 days after receipt:

(1) in the case of a request for an accounting, by signing and sending to the debtor an accounting; and

(2) in the case of a request regarding a list of collateral or a request regarding a statement of account, by signing and sending to the debtor an approval or correction.

(c) Request regarding list of collateral; statement concerning type of collateral. — A secured party that claims a security interest in all of a particular type of collateral owned by the debtor may comply with a request regarding a list of collateral by sending to the debtor a signed record including a statement to that effect within 14 days after receipt

(d) Request regarding list of collateral; no interest claimed. — A person that receives a request regarding a list of collateral, claims no interest in the collateral when it receives the request, and claimed an interest in the collateral at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor a signed record:

(1) disclaiming any interest in the collateral; and

(2) if known to the recipient, providing the name and mailing address of any assignee of or successor to the recipient’s interest in the collateral.

(e) Request for accounting or regarding statement of account; no interest in obligation claimed. — A person that receives a request for an accounting or a request regarding a statement of account, claims no interest in the obligations when it receives the request, and claimed an interest in the obligations at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor a signed record:

(1) disclaiming any interest in the obligations; and

(2) if known to the recipient, providing the name and mailing address of any assignee of or successor to the recipient’s interest in the obligations.

(f) Charges for responses. — A debtor is entitled without charge to one response to a request under this section during any six-month period. The secured party may require payment of a charge not exceeding $25 for each additional response.
6 Del. C. § 1403 — Delaware Code / Title 6 / Chapter 14 / Section 1403
§ Â
        1403. Members.
Status: in_force

(a) The organizational documents shall establish qualifications and the method of acceptance and termination of members; provided however, that pursuant to the organizational documents, at least a majority of the members of a workers cooperative shall be employees of the workers cooperative.

(b) Except as otherwise provided in the organizational documents, at least a majority of the employees of the workers cooperative shall be members of the workers cooperative.
6 Del. C. § 18-906 — Delaware Code / Title 6 / Chapter 18 / Subchapter IX / Section 18-906
§ Â
        18-906. Cancellation of registration.
Status: in_force

A foreign limited liability company may cancel its registration by filing with the Secretary of State a certificate of cancellation, executed by an authorized person, together with a fee as set forth in § 18-1105(a)(6) of this title. The registration of a foreign limited liability company shall be canceled as provided in §§ 18-104(i)(4), 18-904(e) and 18-1107(h) of this title. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited liability company with respect to causes of action arising out of the doing of business in the State of Delaware.
6 Del. C. § 4333 — Delaware Code / Title 6 / Chapter 43 / Subchapter VIII / Section 4333
§ Â
        4333. Purchase of contract by financing agency authorized; notice of assignment not required.
Status: in_force

Notwithstanding any contrary provision of this title, a financing agency may purchase a retail installment contract or installment account from a seller on such terms and conditions and for such price as may be mutually agreed upon. No filing of notice or of the assignment, no notice to the buyer of the assignment, and no requirement that the seller be deprived of dominion over payments upon the contract or installment account or over the goods if repossessed by the seller, shall be necessary to the validity of a written assignment of a contract or installment account as against creditors, subsequent purchasers, pledgees, mortgagees or encumbrancers of the seller, except as may otherwise be required by law.
6 Del. C. § 15-301 — Delaware Code / Title 6 / Chapter 15 / Subchapter III / Section 15-301
§ Â
        15-301. Partner agent of partnership.
Status: in_force

Subject to the effect of a statement of partnership existence under § 15-303 of this title:

(1) Each partner is an agent of the partnership for the purpose of its business, purposes or activities. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership’s business, purposes or activities or business, purposes or activities of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing had notice that the partner lacked authority.

(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership’s business, purposes or activities or business, purposes or activities of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
6 Del. C. § 1305 — Delaware Code / Title 6 / Chapter 13 / Section 1305
§ Â
        1305. Transfers fraudulent as to present creditors.
Status: in_force

(a) A transfer made or obligation incurred by a debtor is fraudulent as to a creditor whose claim arose before the transfer was made or the obligation was incurred if the debtor made the transfer or incurred the obligation without receiving a reasonably equivalent value in exchange for the transfer or obligation and the debtor was insolvent at that time or the debtor became insolvent as a result of the transfer or obligation.

(b) A transfer made by a debtor is fraudulent as to a creditor whose claim arose before the transfer was made if the transfer was made to an insider for an antecedent debt, the debtor was insolvent at that time and the insider had reasonable cause to believe that the debtor was insolvent.
6 Del. C. § 17-214 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-214
§ Â
        17-214. Limited partnerships as limited liability limited partnerships.
Status: in_force

(a) A limited partnership may be formed as, or may become, a limited liability limited partnership pursuant to this section. A limited partnership may become a limited liability limited partnership as permitted by the limited partnership’s partnership agreement or, if the limited partnership’s partnership agreement does not provide for the limited partnership’s becoming a limited liability limited partnership, with the approval (i) by all general partners, and (ii) 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. To be formed or to become, and to continue as, a limited liability limited partnership, a limited partnership shall, in addition to complying with the requirements of this chapter:

(1) File a statement of qualification as provided in § 15-1001 of this title and thereafter an annual report as provided in § 15-1003 of this title; and

(2) Have as the last words or letters of its name the words “Limited Liability Limited Partnership,” or the abbreviation “L.L.L.P.,” or the designation “LLLP.”

(b) In applying the Delaware Revised Uniform Partnership Act (Chapter 15 of this title) to a limited liability limited partnership for the purposes of subsections (a), (d), (f), (g), (l) and (m) of this section:

(1) Any statement shall be executed by at least 1 general partner of the limited partnership;

(2) All references to “partner” or “partners” mean general partners only;

(3) All references to a “limited liability partnership” shall be deemed references to a limited liability limited partnership;

(4) All references to a “partnership” shall be deemed references to a limited partnership;

(5) All references to “foreign partnerships,” “foreign limited liability partnerships” or “statements of foreign qualification” shall be disregarded; and

(6) The reference to “certificate” in § 15-1207(a)(1) shall be disregarded.

(c) If a statement of cancellation of a statement of qualification is filed and the limited partnership shall remain a domestic limited partnership, an amendment to the certificate of limited partnership removing the “Limited Liability Limited Partnership,” “L.L.L.P.” or “LLLP” designation from the name of the limited partnership shall be filed simultaneously with the filing of such statement of cancellation of the statement of qualification. As changed, such name must also comply with § 17-102 of this title.

(d) If a limited partnership is a limited liability limited partnership, (i) its partners who are liable for the debts, liabilities and other obligations of the limited partnership shall have the limitation on liability afforded to partners of limited liability partnerships under the Delaware Revised Uniform Partnership Act [Chapter 15 of this title], and (ii) no limited partner of the limited partnership shall have any liability for the obligations of the limited partnership under § 17-303(a) of this title.

(e) The status of a limited partnership as a limited liability limited partnership is effective on the later of the filing of the statement of qualification or a future effective date or time specified in the statement of qualification. The status as a limited liability limited partnership remains effective, regardless of changes in the limited partnership, until the statement of qualification is canceled or revoked.

(f) The provisions of §§ 15-105 and 15-118 of this title shall apply to a limited liability limited partnership insofar as such sections have application to a statement of qualification.

(g) A limited partnership is a limited liability limited partnership if there has been substantial compliance with the requirements of this section. The status of a limited partnership as a limited liability limited partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under § 15-1001(c) of this title.

(h) The filing of a statement of qualification establishes that a limited partnership has satisfied all conditions precedent to the qualification of the limited partnership as a limited liability limited partnership.

(i) An amendment or cancellation of a statement of qualification is effective when it is filed or on a future effective date or time specified in the amendment or cancellation.

(j) If a person is included in the number of general partners of a limited liability limited partnership set forth in a statement of qualification or an annual report, the inclusion of such person shall not be admissible as evidence in any action, suit or proceeding, whether civil, criminal, administrative or investigative, for the purpose of determining whether such person is liable as a general partner of such limited liability limited partnership. The status of a limited partnership as a limited liability limited partnership and the liability of a partner of such limited liability limited partnership shall not be adversely affected if the number of general partners stated in a statement of qualification or an annual report is erroneously stated provided that the statement of qualification or the annual report was filed in good faith.

(k) A limited partnership whose statement of qualification has been canceled pursuant to § 17-104(d) or (i)(4) of this title may apply to the Secretary of State for reinstatement after the effective date of the cancellation. The application must state:

(1) The name of the limited partnership and the effective date of the cancellation and, if such name is not available at the time of reinstatement, the name under which the statement of qualification is to be reinstated; and

(2) That the limited partnership has obtained and designated a new registered agent as required by § 17-104(a) of this title and the name and address of such new registered agent and the address of the limited partnership’s registered office in the State of Delaware.

A reinstatement under this subsection (k) relates back to and takes effect as of the effective date of the cancellation, and the limited partnership’s status as a limited liability limited partnership continues as if the cancellation had never occurred.

(l) Section 15-1003 of this title shall apply to a limited liability limited partnership, except that the reference to § 15-111 of this title in § 15-1003(a)(2) of this title shall be deemed for purposes of this section as a reference to § 17-104 of this title.

(m) Section 15-1207(a)(1) and (3) of this title shall apply to a limited liability limited partnership.

(n) Except as provided in subsections (a), (b), (d), (f), (g), (l) and (m) of this section, a limited liability limited partnership shall be governed by this chapter, including, without limitation, § 17-1105 of this title.

(o) Notwithstanding anything in this chapter to the contrary, a limited partnership having, on December 31, 1999, the status of a registered limited liability limited partnership under predecessor law shall have the status of a limited liability limited partnership under this chapter as of January 1, 2000, and to the extent such limited partnership has not filed a statement of qualification pursuant to § 15-1001 of this title, the latest application or renewal application filed by such limited partnership under such predecessor law shall constitute a statement of qualification filed under § 15-1001 of this title.
6 Del. C. § 9-303 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-303
§ Â
        9-303. Law governing perfection and priority of security interests in goods covered by a certificate of title.
Status: in_force

(a) Applicability of section. — This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor.

(b) When goods covered by certificate of title. — Goods become covered by a certificate of title when a valid application for the certificate of title and the applicable fee are delivered to the appropriate authority. Goods cease to be covered by a certificate of title at the earlier of the time the certificate of title ceases to be effective under the law of the issuing jurisdiction or the time the goods become covered subsequently by a certificate of title issued by another jurisdiction.

(c) Applicable law. — The local law of the jurisdiction under whose certificate of title the goods are covered governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in goods covered by a certificate of title from the time the goods become covered by the certificate of title until the goods cease to be covered by the certificate of title.
6 Del. C. § 8-204 — Delaware Code / Title 6 / Article 8 / Part 2 / Section 8-204
§ Â
        8-204. Effect of issuerâs restriction on transfer.
Status: in_force

A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:

(1) the security is certificated and the restriction is noted conspicuously on the security certificate; or

(2) the security is uncertificated and the registered owner has been notified of the restriction.
6 Del. C. § 9-615 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-615
§ Â
        9-615. Application of proceeds of disposition; liability for deficiency and right to surplus.
Status: in_force

(a) Application of proceeds. — A secured party shall apply or pay over for application the cash proceeds of disposition under Section 9-610 in the following order to:

(1) the reasonable expenses of retaking, holding, preparing for disposition, processing, and disposing, and, to the extent provided for by agreement and not prohibited by law, reasonable attorney’s fees and legal expenses incurred by the secured party;

(2) the satisfaction of obligations secured by the security interest or agricultural lien under which the disposition is made;

(3) the satisfaction of obligations secured by any subordinate security interest in or other subordinate lien on the collateral if:

(A) the secured party receives from the holder of the subordinate security interest or other lien a signed demand for proceeds before distribution of the proceeds is completed; and

(B) in a case in which a consignor has an interest in the collateral, the subordinate security interest or other lien is senior to the interest of the consignor; and

(4) a secured party that is a consignor of the collateral if the secured party receives from the consignor a signed demand for proceeds before distribution of the proceeds is completed.

(b) Proof of subordinate interest. — If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder does so, the secured party need not comply with the holder’s demand under subsection (a)(3).

(c) Application of noncash proceeds. — A secured party need not apply or pay over for application noncash proceeds of disposition under Section 9-610 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner.

(d) Surplus or deficiency if obligation secured. — If the security interest under which a disposition is made secures payment or performance of an obligation, after making the payments and applications required by subsection (a) and permitted by subsection (c):

(1) unless subsection (a)(4) requires the secured party to apply or pay over cash proceeds to a consignor, the secured party shall account to and pay a debtor for any surplus; and

(2) the obligor is liable for any deficiency.

(e) No surplus or deficiency in sales of certain rights to payment. — If the underlying transaction is a sale of accounts, chattel paper, payment intangibles, or promissory notes:

(1) the debtor is not entitled to any surplus; and

(2) the obligor is not liable for any deficiency.

(f) Calculation of surplus or deficiency in disposition to person related to secured party. — The surplus or deficiency following a disposition is calculated based on the amount of proceeds that would have been realized in a disposition complying with this part to a transferee other than the secured party, a person related to the secured party, or a secondary obligor if:

(1) the transferee in the disposition is the secured party, a person related to the secured party, or a secondary obligor; and

(2) the amount of proceeds of the disposition is significantly below the range of proceeds that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.

(g) Cash proceeds received by junior secured party. — A secured party that receives cash proceeds of a disposition in good faith and without knowledge that the receipt violates the rights of the holder of a security interest or other lien that is not subordinate to the security interest or agricultural lien under which the disposition is made:

(1) takes the cash proceeds free of the security interest or other lien;

(2) is not obligated to apply the proceeds of the disposition to the satisfaction of obligations secured by the security interest or other lien; and

(3) is not obligated to account to or pay the holder of the security interest or other lien for any surplus.
6 Del. C. § 4339 — Delaware Code / Title 6 / Chapter 43 / Subchapter IX / Section 4339
§ Â
        4339. Charges included in installment account service charge; additional charges prohibited.
Status: reserved

The service charge shall include all charges incident to investigating and making the retail installment account. No fee, expense, delinquency, collection or other charge whatsoever shall be taken, received, reserved or contracted by the seller or holder of a retail installment account except as provided in this section. A seller may, however, in an agreement which is signed by the buyer and of which a copy is given or furnished to the buyer provide for the payment of attorney’s fees and costs in conformity with § 4345 of this title.
6 Del. C. § 17-911 — Delaware Code / Title 6 / Chapter 17 / Subchapter IX / Section 17-911
§ Â
        17-911. Service of process on unregistered foreign limited partnerships.
Status: in_force

(a) Any foreign limited partnership which shall do business in the State of Delaware without having registered under § 17-902 of this title shall be deemed to have thereby appointed and constituted the Secretary of State of the State of Delaware its agent for the acceptance of legal process in any civil action, suit or proceeding against it in any state or federal court in the State of Delaware arising or growing out of any business done by it within the State of Delaware. The doing of business in the State of Delaware by such foreign limited partnership shall be a signification of the agreement of such foreign limited partnership that any such process when so served shall be of the same legal force and validity as if served upon an authorized general partner or agent personally within the State of Delaware. Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate.

(b) Whenever the words “doing business,” “the doing of business” or “business done in the State,” by any such foreign limited partnership are used in this section, they shall mean the course or practice of carrying on any business activities in the State of Delaware, including, without limiting the generality of the foregoing, the solicitation of business or orders in the State of Delaware.

(c) In the event of service upon the Secretary of State in accordance with subsection (a) of this section, the Secretary of State shall forthwith notify the foreign limited partnership thereof by letter, directed to the foreign limited partnership at the address furnished to the Secretary of State by the plaintiff in such action, suit or proceeding. Such letter shall be sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served upon the Secretary of State. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being made pursuant to this subsection, and to pay to the Secretary of State the sum of $50 for the use of the State of Delaware, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such process setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served upon the Secretary, the return date thereof, and the day and hour when the service was made. The Secretary of State shall not be required to retain such information for a period longer than 5 years from receipt of the service of process.
6 Del. C. § 5007E — Delaware Code / Title 6 / Chapter 50E / Section 5007E
§ Â
        5007E. Fees.
Status: in_force

No document required to be filed under this chapter shall be effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the Secretary of State for the use of the State:

(1) Upon the receipt of a statement under § 5003E of this title or a renewal statement under § 5004E of this title, a fee in the amount of up to $200.

(2) For issuing a certificate of adoption and availability of transparency and sustainability standards reporting, a fee in the amount of $50.

(3) Upon receipt of a restoration statement under § 5005E of this title, a fee in the amount of $5,000.

(4) For certifying copies of any instrument on file as provided by this chapter, a fee in the amount of $50 for each copy certified.

(5) The Secretary of State may issue photocopies or electronic image copies of instruments on file as provided for by this chapter, as well as instruments, documents and other papers not on file, and for all such photocopies or electronic image copies which are not certified by the Secretary of State, a fee of $10 shall be paid for the first page and $2.00 for each additional page. Notwithstanding Delaware’s Freedom of Information Act (Chapter 100 of Title 29) or other provision of law granting access to public records, the Secretary of State upon request shall issue only photocopies or electronic image copies of public records in exchange for the fees described in this section, and in no case shall the Secretary of State be required to provide copies (or access to copies) of such public records (including without limitation bulk data, digital copies of instruments, documents and other papers, databases or other information) in an electronic medium or in any form other than photocopies or electronic image copies of such public records in exchange, as applicable, for the fees described in this section or § 2318 of Title 29 for each such record associated with a file number.

(6) For issuing any certificate of the Secretary of State, including a certificate of nonreporting status, other than a certification of a copy under paragraph (3) of this section, a fee in the amount of $50.
6 Del. C. § 2501J — Delaware Code / Title 6 / Chapter 25J / Section 2501J
§ Â
        2501J. Purpose.
Status: in_force

This chapter is known as the “Medical Debt Protection Act.” This chapter acknowledges that medical debt may be burdensome to individuals regardless of their socioeconomic status and that medical debts may be unexpected. It is the intent of the General Assembly that medical debt should not be used when making decisions regarding an individual’s credit, employment, or housing. The purpose of this chapter is to reduce burdensome medical debt and to protect patients in their dealings with medical creditors, medical debt buyers, and medical debt collectors with respect to such debt. This chapter is to be construed as a consumer protection statute and must be liberally and remedially construed to effectuate its purposes.
6 Del. C. § 18-501 — Delaware Code / Title 6 / Chapter 18 / Subchapter V / Section 18-501
§ Â
        18-501. Form of contribution.
Status: in_force

The contribution of a member to a limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
6 Del. C. § 2A-102 — Delaware Code / Title 6 / Article 2A / Part 1 / Section 2A-102
§ Â
        2A-102. Scope.
Status: in_force

(1) This Article applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, it applies to the extent provided in subsection (2).

(2) In a hybrid lease:

(a) if the lease-of-goods aspects do not predominate:

(i) only the provisions of this Article which relate primarily to the lease-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply;

(ii) Section 2A-209 applies if the lease is a finance lease; and

(iii) Section 2A-407 applies to the promises of the lessee in a finance lease to the extent the promises are consideration for the right to possession and use of the leased goods; and

(b) if the lease-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 lease which do not relate to the lease of goods.
6 Del. C. § 2A-311 — Delaware Code / Title 6 / Article 2A / Part 3 / Section 2A-311
§ Â
        2A-311. Priority subject to subordination.
Status: in_force

Nothing in this Article prevents subordination by agreement by any person entitled to priority.
6 Del. C. § 15-802 — Delaware Code / Title 6 / Chapter 15 / Subchapter VIII / Section 15-802
§ Â
        15-802. Partnership continues after dissolution.
Status: in_force

(a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business or affairs. The partnership is terminated when the winding up of its business or affairs is completed.

(b) At any time after the dissolution of a partnership and before the winding up of its business or affairs is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business or affairs wound up and the partnership terminated. In that event:

(1) The partnership resumes carrying on its business or affairs as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and

(2) The rights of a third party accruing under § 15-804(1) of this title or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
6 Del. C. § 2-321 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-321
§ Â
        2-321. C.I.F. or C. & F.: ânet landed weightsâ; âpayment on arrivalâ; warranty of condition on arrival.
Status: in_force

Under a contract containing a term C.I.F. or C. & F.

(1) Where the price is based on or is to be adjusted according to “net landed weights”, “delivered weights”, “out turn” quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness.

(2) An agreement described in subsection (1) or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss.

(3) Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived.
6 Del. C. § 8-102 — Delaware Code / Title 6 / Article 8 / Part 1 / Section 8-102
§ Â
        8-102. Definitions and index of definitions.
Status: reserved

(a) In this Article:

(1) “Adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset.

(2) “Bearer form,” as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an endorsement.

(3) “Broker” means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.

(4) “Certificated security” means a security that is represented by a certificate.

(5) “Clearing corporation” means:

(i) a person that is registered as a “clearing agency” under the federal securities laws;

(ii) a federal reserve bank; or

(iii) any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.

(6) “Communicate” means to:

(i) send a signed record; or

(ii) transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.

(7) “Entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of Section 8-501(b)(2) or (3), that person is the entitlement holder.

(8) “Entitlement order” means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.

(9) “Financial asset,” except as otherwise provided in Section 8-103, means:

(i) a security;

(ii) an obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or

(iii) any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this Article.

As context requires, the term means either the interest itself or the means by which a person’s claim to it is evidenced, including a certificated or uncertificated security, a security certificate, or a security entitlement.

(10) [Reserved.]

(11) “Endorsement” means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem it.

(12) “Instruction” means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.

(13) “Registered form,” as applied to a certificated security, means a form in which:

(i) the security certificate specifies a person entitled to the security; and

(ii) a transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.

(14) “Securities intermediary” means:

(i) a clearing corporation; or

(ii) a person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

(15) “Security,” except as otherwise provided in Section 8-103, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer:

(i) which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;

(ii) which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and

(iii) which:

(A) is, or is of a type, dealt in or traded on securities exchanges or securities markets; or

(B) is a medium for investment and by its terms expressly provides that it is a security governed by this Article.

(16) “Security certificate” means a certificate representing a security.

(17) “Security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset specified in Part 5.

(18) “Uncertificated security” means a security that is not represented by a certificate.

(b) The following definitions in this Article and other Articles apply to this Article:

“Appropriate person”. Section 8-107.

“Control”. Section 8-106.

“Controllable account”. Section 9-102.

“Controllable electronic record”. Section 12-102.

“Controllable payment intangible”. Section 9-102.

“Delivery”. Section 8-301.

“Investment company security”. Section 8-103.

“Issuer”. Section 8-201.

“Overissue”. Section 8-210.

“Protected purchaser”. Section 8-303.

“Securities account”. Section 8-501.

(c) In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.

(d) The characterization of a person, business, or transaction for purposes of this Article does not determine the characterization of the person, business, or transaction for purposes of any other law, regulation, or rule.
6 Del. C. § 2605 — Delaware Code / Title 6 / Chapter 26 / Section 2605
§ Â
        2605. Exceptions.
Status: in_force

(a) Clearance sales, liquidation sales, etc. — This chapter shall not apply to sales at wholesale:

(1) Where cigarettes are imperfect, damaged or being discontinued, if advertised and marked as such, and the quantity and quality is accurately, clearly and conspicuously stated in all advertising of such sale and in signs conspicuously posted where the sale takes place;

(2) Where cigarettes are sold upon the complete and final liquidation of the seller’s business;

(3) Where cigarettes are sold under the order, direction or supervision of a court;

(4) Where cigarettes are sold by a wholesaler at a price fixed in good faith to meet the competition of another wholesaler who is rendering the same type of service (i.e., “cash and carry” or “service”) as the seller, and provided that the competitor’s price which seller desires to meet is itself lawful and not in violation of the provisions of this chapter. The price of cigarettes sold under paragraphs (a)(1) through (3) inclusive of this section shall not be deemed the price of a competitor under this paragraph.

(b) Calculating basic cost. — In calculating the basic cost to any wholesaler of cigarettes purchased at any sale under paragraphs (a)(1) through (4) inclusive of this section or at any other sale outside the ordinary channels of trade, invoice cost shall not be used, but there shall be used instead the replacement cost of the cigarettes as defined in § 2602(1) of this title, based upon the quantity last purchased by the seller through the ordinary channels of trade.
6 Del. C. § 4A-208 — Delaware Code / Title 6 / Article 4A / Part 2 / Section 4A-208
§ Â
        4A-208. Misdescription of intermediary bank or beneficiaryâs bank.
Status: in_force

(a) This subsection applies to a payment order identifying an intermediary bank or the beneficiary’s bank only by an identifying number.

(1) The receiving bank may rely on the number as the proper identification of the intermediary or beneficiary’s bank and need not determine whether the number identifies a bank.

(2) The sender is obliged to compensate the receiving bank for any loss and expenses incurred by the receiving bank as a result of its reliance on the number in executing or attempting to execute the order.

(b) This subsection applies to a payment order identifying an intermediary bank or the beneficiary’s bank both by name and an identifying number if the name and number identify different persons.

(1) If the sender is a bank, the receiving bank may rely on the number as the proper identification of the intermediary or beneficiary’s bank if the receiving bank, when it executes the sender’s order, does not know that the name and number identify different persons. The receiving bank need not determine whether the name and number refer to the same person or whether the number refers to a bank. The sender is obliged to compensate the receiving bank for any loss and expenses incurred by the receiving bank as a result of its reliance on the number in executing or attempting to execute the order.

(2) If the sender is not a bank and the receiving bank proves that the sender, before the payment order was accepted, had notice that the receiving bank might rely on the number as the proper identification of the intermediary or beneficiary’s bank even if it identifies a person different from the bank identified by name, the rights and obligations of the sender and the receiving bank are governed by subsection (b)(1), as though the sender were a bank. Proof of notice may be made by any admissible evidence. The receiving bank satisfies the burden of proof if it proves that the sender, before the payment order was accepted, signed a record stating the information to which the notice relates.

(3) Regardless of whether the sender is a bank, the receiving bank may rely on the name as the proper identification of the intermediary or beneficiary’s bank if the receiving bank, at the time it executes the sender’s order, does not know that the name and number identify different persons. The receiving bank need not determine whether the name and number refer to the same person.

(4) If the receiving bank knows that the name and number identify different persons, reliance on either the name or the number in executing the sender’s payment order is a breach of the obligation stated in Section 4A-302(a)(1).
6 Del. C. § 2106 — Delaware Code / Title 6 / Chapter 21 / Section 2106
§ Â
        2106. Investigative demand by Attorney General.
Status: in_force

(a) Whenever the Attorney General has reason to believe that any person may have knowledge, or be in possession, custody or control of any documentary material, pertinent to a possible violation of this chapter, the Attorney General may issue in writing and cause to be served upon the person an investigative demand that may:

(1) Compel the attendance of such person and require that person to submit to examination and give testimony under oath;

(2) Require the production of documentary material pertinent to the investigation; and

(3) Require answers to written interrogatories to be furnished under oath.

(b) Service of any demand under this section may be made by mailing such demand to the last known place of business, residence or abode within or without this State of the person to whom such demand is directed; service may also be made upon any person other than a natural person, in the manner provided in § 321 or §§ 371-385 of Title 8 and in the manner provided in the Rules of the Court of Chancery.

(c) Each demand under this section shall be in writing and shall:

(1) State the nature of the conduct constituting the alleged violation of this chapter or federal antitrust law which is under investigation and the provision of law applicable thereto;

(2) Describe the class or classes of documentary material to be produced thereunder with such definiteness and certainty as to permit such material to be fairly identified;

(3) Prescribe a return date which will provide a reasonable time within which the material so demanded may be assembled and made available for inspection and copying or reproduction; and

(4) Identify the custodian to whom such material shall be made available or the official before whom such examination shall take place or to whom such answers shall be furnished.

(d) Any person required to submit to examination under this section shall be entitled to be represented by counsel. Any person so required shall be entitled to procure a transcript of the testimony, provided that the Court, for good cause shown by the Attorney General, may order that such person be limited to inspection of such transcript.

(e) No demand under this section shall contain any requirement which would be held to be unreasonable if contained in a subpoena issued by a court of this State in aid of a grand jury investigation, or require the production of any evidence which would be privileged from disclosure if demanded by a subpoena issued by a court of this State in aid of a grand jury investigation.

(f) Within 20 days after the service of any demand under this section, or at any time before the return date specified in the demand, whichever period is shorter, the person served may file with the Court a motion for an order modifying or setting aside such demand. The motion shall specify each ground upon which the person relies in seeking such relief, and may be based upon any failure of the demand to comply with this section, or upon any constitutional right or privilege of the person.

(g) If any person fails to comply with a demand under this section, the Attorney General may file with the Court a motion for an order, and the Court may enter an order:

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

(2) Granting such other relief as may be required to obtain compliance with the demand.

(h) If any person shall refuse to give testimony or to produce documentary material or to answer a written interrogatory in obedience to an investigative demand on the ground that the person may thereby be incriminated, the Court, upon motion by the Attorney General, may order such person to give testimony or to produce documentary material or to answer the written interrogatory, or to do an applicable combination of these, after notice to the witness and a hearing. Such person so ordered by the Court shall comply with the Court order. After complying, the testimony of such person or the matters produced, which are obtained by virtue of said order, shall not be used against the person in any criminal prosecution nor shall any evidence obtained derivatively from said testimony be so used, provided that, but for this section, such person would have been privileged to withhold the answer or the evidence produced by the person. In no event, however, shall such person, acting pursuant to such order, be exempt from prosecution or penalty or forfeiture for any perjury, false statement or contempt committed in answering or failing to answer, or in producing or failing to produce evidence in accordance with the order, and any testimony or evidence so given or produced shall not, by virtue of this section, be rendered inadmissible in evidence upon any criminal action, investigation or proceeding concerning such perjury, false statement or contempt.

(i) Any transcripts of oral testimony, documentary material or answers to written interrogatories provided pursuant to a demand under this section shall be exempt from disclosure under the Delaware Freedom of Information Act. The custodian described in paragraph (c)(4) of this section shall take physical possession of such transcripts, material and answers. Such transcripts, material or answers, or copies thereof, shall not be disclosed by the custodian to any person other than the Attorney General, authorized employees, consultants, experts, accountants, economists, analysts, and other agents of the Department of Justice, and such persons shall not make further disclosure of such transcripts, material or answers, or copies, or of internal memoranda or work papers relating thereto. Nothing in this section shall prevent the Attorney General from introducing said testimony, material or answers in any action initially filed in any federal court, or before any court or grand jury of this State.

(j) The Attorney General may disclose oral testimony, documentary material, or answers to written interrogatories provided pursuant to a demand under this section to any officer or employee of any federal or state law-enforcement agency upon the prior certification of an officer of any such federal or state law-enforcement agency that information will be maintained in confidence and will be used only for official law-enforcement purpose.

(k) All oral testimony, documentary material, or answers to written interrogatories provided to the Attorney General pursuant to an investigative demand or similar process issued by another state or federal law-enforcement agency under similar authority shall be treated as if obtained pursuant to an investigative demand issued by the Attorney General under this section.
6 Del. C. § 5006A — Delaware Code / Title 6 / Chapter 50A / Section 5006A
§ Â
        5006A. Alternative dispute settlement.
Status: in_force

(a) Exhaustion required. — If a manufacturer has established, or participates in, an informal dispute settlement procedure which substantially complies with the provisions of the Code of Federal Regulations, Title 16, Part 703, as amended, and the requirements of this section, the provisions of § 5004A of this title concerning refunds or replacement do not apply to a consumer who has not first used this procedure.

(b) Findings as evidence. — The findings and decisions in an informal dispute settlement procedure shall address and state in writing whether the consumer would be entitled to a refund or replacement under the presumptions and criteria set out in § 5004A of this title and are admissible as nonbinding evidence in any legal action and are not subject to further foundation requirements.

(c) Replacement or refund. — If, in an informal dispute settlement procedure, it is decided that a consumer is entitled to a replacement vehicle under subsection (d) of this section, then the consumer has the option of selecting and receiving either a replacement vehicle or a full refund as authorized by § 5004A of this title. Any refund selected by a consumer shall include all amounts authorized by § 5004A of this title.

(d) Requirements of informal dispute settlement procedure. — In any informal dispute settlement procedure provided for by this section:

(1) No documents shall be received by any informal dispute settlement arbitrators unless those documents have been provided to each of the parties in the dispute prior to the arbitrator’s meeting, with an opportunity for the parties to comment on the documents in writing, or with oral presentation at the request of the arbitrators;

(2) “Nonvoting” manufacturer or dealer representatives shall not attend or participate in the internal dispute settlement procedures unless the consumer is also present and given a chance to be heard, or unless the consumer previously consents to the manufacturer or dealer participation without the consumer’s presence and participation;

(3) Consumers shall be given an adequate opportunity to contest a manufacturer’s assertion that a nonconformity falls within intended specifications for the vehicle by having the basis of the manufacturer’s claim appraised by a technical expert selected and paid for by the consumer prior to the informal dispute settlement hearing;

(4) No disputes shall be heard where there has been a recent attempt by the manufacturer to repair a consumer’s vehicle, but no response has yet been received by the informal dispute arbitrators from the consumer as to whether the repairs were successfully completed. This provision shall not prejudice a consumer’s rights under this section nor shall it extend the informal dispute mechanism’s 40-day time limit for deciding disputes, as established by the Code of Federal Regulations, Title 16, Part 703;

(5) The manufacturer shall provide and the informal dispute settlement arbitrators shall consider all information relevant to resolving the dispute, such as the prior dispute records and information required by the Code of Federal Regulations, Title 16, Part 703.6, and any relevant technical service bulletins which may have been issued by the manufacturer or lessor regarding the motor vehicle being disputed; and

(6) Any decision reached under this section shall be binding on the manufacturer.

(e) Exhaustion not required. — No consumer shall be required to first participate in an informal dispute settlement procedure before filing an action in Superior Court if the informal dispute settlement procedure does not comply with the requirements of this section, notwithstanding the procedure’s compliance with the Code of Federal Regulations, Title 16, Part 703.

(f) Civil remedy. — Any consumer injured by a violation of this section may bring a civil action to enforce this section and recover costs and disbursements including reasonable attorney’s fees.

(g) Affirmative defenses. — It shall be an affirmative defense to claim that:

(1) The alleged nonconformity does not substantially impair such use and market value; or

(2) A nonconformity is the result of abuse or neglect or of modifications or alterations of the farm tractor not authorized by the manufacturer.
6 Del. C. § 1-310 — Delaware Code / Title 6 / Article 1 / Part 3 / Section 1-310
§ Â
        1-310. Subordinated obligations.
Status: in_force

An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.
6 Del. C. § 4619 — Delaware Code / Title 6 / Chapter 46 / Section 4619
§ Â
        4619. Prohibition of intimidation, violations and penalties.
Status: in_force

Whoever, whether or not acting under color of law, by force or threat of force wilfully injures, intimidates or interferes with, or attempts to injure, intimidate or interfere with:

(1) Any person because of race, color, national origin, religion, creed, sex, sexual orientation, gender identity, marital status, familial status, source of income, age, disability, or housing status and because that person is or has been selling, purchasing, renting, financing, occupying or contracting or negotiating for the sale, purchase, rental, financing or occupation of any dwelling, or applying for participating in any service, organization or facility relating to the business of selling or renting dwellings; or

(2) Any person because that person is or has been, or in order to intimidate such person or any other person or any class of persons from:

a. Participating, without discrimination on account of race, color, national origin, religion, creed, sex, sexual orientation, gender identity, marital status, familial status, source of income, age, disability, or housing status in any of the activities, services, organizations or facilities described in paragraph (1) of this section; or

b. Affording another person or class of persons opportunity or protection so to participate; or

(3) Because any citizen is or has been, or in order to discourage such citizen or any other citizen from lawfully aiding or encouraging other persons to participate, without discrimination on account of race, color, national origin, religion, creed, sex, sexual orientation, gender identity, marital status, familial status, source of income, age, disability, or housing status in any of the activities, services, organizations or facilities described in paragraph (1) of this section, or participating lawfully in speech or peaceful assembly opposing any denial of the opportunity to so participate, that citizen shall be fined for each such act not more than $2,500, or imprisoned not more than 1 year, or both, and if bodily injury results shall be fined for each such act not more than $10,000, or imprisoned not more than 10 years, or both; and, if death results, for each such act shall be subject to imprisonment for any term of years or for life.
6 Del. C. § 2593 — Delaware Code / Title 6 / Chapter 25 / Subchapter X / Section 2593
§ Â
        2593. Definitions.
Status: in_force

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

(1) “Charitable/fraternal organization” means any person who is or holds himself or herself out to be established:

a. For any benevolent, educational, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic or philanthropic purpose;

b. For the benefit of law-enforcement officers, firefighters or other persons who protect the public safety; or

c. Any organization otherwise subject to § 501(c) of the Internal Revenue Code of 1986 [26 U.S.C. § 501(c)], as amended;

(2) “Charitable/fraternal purpose” means:

a. Any benevolent, educational, humane, scientific, patriotic, social welfare or advocacy, public health, environmental conservation, civic or philanthropic objective; or

b. An objective to benefit law-enforcement officers, firefighters or other persons who protect the public safety;

(3) “Charitable/fraternal solicitation” means any oral or written request, directly or indirectly, for money, credit, property, financial assistance or other thing of value on the plea or representation that such money, credit, property, financial assistance or other thing of value or any portion thereof, will be used for a charitable/fraternal purpose or the benefit of a charitable/fraternal organization. No actual contribution need be made in order for a charitable/fraternal solicitation to be deemed to have taken place.

(4) “Contribution” means the grant, promise or pledge of money, credit, property, financial assistance or other thing of value in response to a charitable/fraternal solicitation.

(5) “Person” means any individual, organization, corporation, government, or governmental subdivision or agency, statutory trust, business trust, estate, trust, partnership, unincorporated association, limited liability company, limited liability partnership, 2 or more of any of the foregoing having a joint or common interest, or any other legal or commercial entity.

(6) “Professional solicitor” means a person who, for financial consideration, solicits contributions for a charitable/fraternal purpose or on behalf of a charitable/fraternal organization, either personally or through agents or employees employed or designated for that purpose. The term does not include a charitable/fraternal organization or an officer, director, employee, member or volunteer of a charitable/fraternal organization.
6 Del. C. § 4919 — Delaware Code / Title 6 / Chapter 49 / Section 4919
§ Â
        4919. Consumer data protection.
Status: in_force

(a) As used in this section:

(1) “Consumer data” means “nonpublic personal information,” as defined in 15 U.S.C. § 6809(4), that is collected by a motor vehicle dealer and is provided by the motor vehicle dealer directly to a manufacturer or third party acting on behalf of a manufacturer. “Consumer data” does not include the same or similar data which is obtained by a manufacturer from any other source.

(2) a. “Data management system” means a computer hardware or software system that meets both of the following:

1. Is owned, leased, or licensed by a motor vehicle dealer, including a system of web-based applications, computer software, or computer hardware, whether located at the motor vehicle dealership or hosted remotely.

2. Stores and provides access to consumer data collected or stored by a motor vehicle dealer.

b. “Data management system” includes dealership management systems and customer relations management systems.

(b) Notwithstanding the provisions of any franchise agreement, with respect to consumer data a manufacturer or a third party acting on behalf of a manufacturer must do all of the following:

(1) Comply with all, and not knowingly cause a motor vehicle dealer to violate any, applicable restrictions on reuse or disclosure of the consumer data established by federal or state law and provide a written statement to the motor vehicle dealer upon request describing the established procedures adopted by the manufacturer or third party acting on behalf of the manufacturer which meet or exceed any federal or state requirements to safeguard the consumer data, including those established in the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq.

(2) Upon the written request of the motor vehicle dealer, provide a written list of the consumer data obtained from the motor vehicle dealer and all persons to whom any consumer data has been provided by the manufacturer or a third party acting on behalf of a manufacturer during the preceding 6 months. The dealer may make such a request no more than once every 6 months. The list must indicate the specific fields of consumer data that were provided to each person. Notwithstanding the foregoing sentences of this paragraph (b)(2), such a list need not include:

a. A person to whom consumer data was provided, or the specific consumer data provided to such person, if the person was, at the time the consumer data was provided, 1 of the manufacturer’s service providers, subcontractors, or consultants acting in the course of such person’s performance of services on behalf of or for the benefit of the manufacturer or motor vehicle dealer, provided that the manufacturer has entered into an agreement with such person requiring that the person comply with the safeguard requirements of applicable state and federal law, including, but not limited to, those established in the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq.

b. A person to whom consumer data was provided, or the specific consumer data provided to such person, if the motor vehicle dealer has previously consented in writing to such person receiving the consumer data provided and the motor vehicle dealer has not withdrawn such consent in writing.

(3) Not require a motor vehicle dealer to grant the manufacturer or a third party direct or indirect access to the dealer’s data management system to obtain consumer data as a part of any program or otherwise. A manufacturer must permit a motor vehicle dealer to furnish consumer data in a widely accepted file format, such as comma delimited, and through a third-party vendor selected by the motor vehicle dealer. However, a manufacturer may access or obtain consumer data directly from a motor vehicle dealer’s data management system with the prior express written consent of the dealer. The consent must be in the form of a stand-alone written document that is separate from the parties’ franchise agreement, is executed by the dealer principal, and may be withdrawn by the dealer upon 30-days’ written notice to the manufacturer.

(4) Indemnify the motor vehicle dealer for any third-party claims asserted against or damages incurred by the motor vehicle dealer to the extent caused by access to, use of, or disclosure of consumer data in violation of this section by the manufacturer, a third party acting on behalf of the manufacturer, or a third party to whom the manufacturer has provided consumer data.
6 Del. C. § 2606 — Delaware Code / Title 6 / Chapter 26 / Section 2606
§ Â
        2606. Evidence.
Status: in_force

(a) Prima facie evidence of intent. — In any action or proceeding pursuant to this chapter, including proceedings before the Secretary relating to licenses, proof of a sale of cigarettes or any other item or items in combination or in connection with cigarettes at less than cost to the seller as defined and specified in this chapter shall be prima facie evidence of intent to injure a competitor or competitors and/or of intent to destroy or substantially lessen competition.

(b) Evidence bearing on cost. — In determining cost to the wholesaler, the Secretary or any court shall receive and consider as bearing on the bona fides of such cost evidence tending to show that any person complained against under this chapter purchased cigarettes with respect to the sale of which complaint is made at a fictitious price or upon terms or in such a manner or under such invoices as to conceal the true costs, discounts or terms of purchase and shall also receive and consider as bearing on the bona fides of such cost evidence of the normal, customary, and prevailing terms and discounts in connection with other sales of a similar nature in the trade area.
6 Del. C. § 4A-305 — Delaware Code / Title 6 / Article 4A / Part 3 / Section 4A-305
§ Â
        4A-305. Liability for late or improper execution or failure to execute payment order.
Status: in_force

(a) If a funds transfer is completed but execution of a payment order by the receiving bank in breach of Section 4A-302 results in delay in payment to the beneficiary, the bank is obliged to pay interest to either the originator or the beneficiary of the funds transfer for the period of delay caused by the improper execution. Except as provided in subsection (c), additional damages are not recoverable.

(b) If execution of a payment order by a receiving bank in breach of Section 4A-302 results in (i) noncompletion of the funds transfer, (ii) failure to use an intermediary bank designated by the originator, or (iii) issuance of a payment order that does not comply with the terms of the payment order of the originator, the bank is liable to the originator for its expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by subsection (a), resulting from the improper execution. Except as provided in subsection (c), additional damages are not recoverable.

(c) In addition to the amounts payable under subsections (a) and (b), damages, including consequential damages, are recoverable to the extent provided in an express agreement of the receiving bank, evidenced by a record.

(d) If a receiving bank fails to execute a payment order it was obliged by express agreement to execute, the receiving bank is liable to the sender for its expenses in the transaction and for incidental expenses and interest losses resulting from the failure to execute. Additional damages, including consequential damages, are recoverable to the extent provided in an express agreement of the receiving bank, evidenced by a record, but are not otherwise recoverable.

(e) Reasonable attorney’s fees are recoverable if demand for compensation under subsection (a) or (b) is made and refused before an action is brought on the claim. If a claim is made for breach of an agreement under subsection (d) and the agreement does not provide for damages, reasonable attorney’s fees are recoverable if demand for compensation under subsection (d) is made and refused before an action is brought on the claim.

(f) Except as stated in this section, the liability of a receiving bank under subsections (a) and (b) may not be varied by agreement.
6 Del. C. § 2-717 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-717
§ Â
        2-717. Deduction of damages from the price.
Status: in_force

The buyer on notifying the seller of his or her intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.
6 Del. C. § 2505 — Delaware Code / Title 6 / Chapter 25 / Subchapter I / Section 2505
§ Â
        2505. Delivery of unsolicited merchandise.
Status: in_force

Where unsolicited merchandise is delivered to a person for whom it is intended such person has a right to refuse to accept delivery of this merchandise or such person may deem it to be a gift and use it or dispose of it in any manner without any obligation to the sender.
6 Del. C. § 3301A — Delaware Code / Title 6 / Chapter 33A / Section 3301A
§ Â
        3301A. Definitions.
Status: in_force

The following words and phrases when used in this chapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:

(1) “Performing group” means a vocal or instrumental group using or seeking to use the name of another group that has previously released a commercial sound recording under that name.

(2) “Recording group” means a vocal or instrumental group at least 1 of whose members has previously released a commercial sound recording under that group’s name and in which the member or members have a legal right by virtue of use or operation under the group name without having abandoned the name or affiliation with the group.

(3) “Sound recording” means a work that results from the fixation on a material object of a series of musical, spoken or other sounds regardless of the nature of the material object, such as a disk, tape or other media in which the sounds are embodied.
6 Del. C. § 5502 — Delaware Code / Title 6 / Chapter 55 / Section 5502
§ Â
        5502. Definition of Delaware Coordinate System.
Status: in_force

(a) For defining the Delaware Coordinate System of 1927, the following definition by the National Ocean Service/National Geodetic Survey (formerly the United States Coast and Geodetic Survey) is adopted:

The “Delaware Coordinate System of 1927” is a transverse Mercator projection of the Clarke spheroid of 1866, having a central position meridian 75° 25′ west of Greenwich, on which meridian the scale is set at 1 part in 200,000 too small. The origin of the coordinates is at the intersection of the meridian 75° 25′ west of Greenwich and the parallel 38° 20′ north latitude. This origin is given the coordinates: x = 500,000 feet and y = 0 feet.

(b) For defining the Delaware Coordinate System of 1983, the following definition by the National Ocean Service/National Geodetic survey is adopted:

The “Delaware Coordinate System of 1983” is a transverse Mercator projection of the North American Datum of 1983, having a central meridian 75° 25′ west of Greenwich, on which meridian the scale is set at 1 part in 200,000 too small. The origin of coordinates is at the intersection of the meridian 75° 25′ west of Greenwich and the parallel 38° 00′ north latitude. This origin is given the coordinates: N = 0 meters and E = 200,000 meters.
6 Del. C. § 2727 — Delaware Code / Title 6 / Chapter 27 / Subchapter III / Section 2727
§ Â
        2727. Civil remedy for failure to repurchase.
Status: in_force

(a) If a supplier fails or refuses to repurchase any inventory covered under this subchapter within the time periods established, the supplier is civilly liable for 100% of the “current net price” of the inventory, plus the amount the dealer paid for freight costs from the supplier’s location to the dealer’s location, plus reasonable cost of assembly performed by the dealer, and plus the dealer’s reasonable attorney’s fees and court costs, and interest on the “current net price” of the inventory computed at the legal rate of interest, but not to exceed 18% annual percentage rate, from the ninety-first day after termination of the contract agreement.

(b) Notwithstanding any agreement to the contrary, and in addition to any other legal remedies available, any person who suffers monetary loss due to a violation of this subchapter or because of a refusal to accede to a proposal for an arrangement that, if consummated, is in violation of this subchapter may bring a civil action to enjoin further violations and to recover damages sustained together with the costs of the suit, including a reasonable attorney’s fee.

(c) A civil action commenced under this subchapter shall be brought within 4 years after the violation complained of is or reasonably should have been discovered, whichever occurs first.

(d) In the event of failure to provide required notice of termination or otherwise comply with provisions of the law, the supplier is civilly liable for the dealer’s loss of business for the time period the supplier is in violation of the notice of termination provisions of this subchapter, plus reasonable attorney’s fees and court costs.

(e) The provisions of this section are in addition to all legal or equitable remedies available at law, as well as any agreement between the supplier and dealer.
6 Del. C. § 3-104 — Delaware Code / Title 6 / Article 3 / Part 1 / Section 3-104
§ Â
        3-104. Negotiable instrument.
Status: in_force

(a) Except as provided in subsections (c) and (d), “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it:

(1) Is payable to bearer or to order at the time it is issued or first comes into possession of a holder;

(2) Is payable on demand or at a definite time; and

(3) Does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain (i) an undertaking or power to give, maintain, or protect collateral to secure payment, (ii) an authorization or power to the holder to confess judgment or realize on or dispose of collateral, (iii) a waiver of the benefit of any law intended for the advantage or protection of an obligor, (iv) a term that specifies the law that governs the promise or order, or (v) an undertaking to resolve in a specified forum a dispute concerning the promise or order.

(b) “Instrument” means a negotiable instrument.

(c) An order that meets all of the requirements of subsection (a), except paragraph (1), and otherwise falls within the definition of “check” in subsection (f) is a negotiable instrument and a check.

(d) A promise or order other than a check is not an instrument if, at the time it is issued or first comes into possession of a holder, it contains a conspicuous statement, however expressed, to the effect that the promise or order is not negotiable or is not an instrument governed by this Article.

(e) An instrument is a “note” if it is a promise and is a “draft” if it is an order. If an instrument falls within the definition of both “note” and “draft,” a person entitled to enforce the instrument may treat it as either.

(f) “Check” means (i) a draft, other than a documentary draft, payable on demand and drawn on a bank or (ii) a cashier’s check or teller’s check. An instrument may be a check even though it is described on its face by another term, such as “money order.”

(g) “Cashier’s check” means a draft with respect to which the drawer and drawee are the same bank or branches of the same bank.

(h) “Teller’s check” means a draft drawn by a bank (i) on another bank, or (ii) payable at or through a bank.

(i) “Traveler’s check” means an instrument that (i) is payable on demand, (ii) is drawn on or payable at or through a bank, (iii) is designated by the term “traveler’s check” or by a substantially similar term, and (iv) requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument.

(j) “Certificate of deposit” means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank.
6 Del. C. § 15-1001 — Delaware Code / Title 6 / Chapter 15 / Subchapter X / Section 15-1001
§ Â
        15-1001. Statement of qualification of a domestic partnership.
Status: in_force

(a) A domestic partnership may be formed as, or may become, a limited liability partnership pursuant to this section.

(b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that the partnership is formed as a limited liability partnership, and the partnership shall file a statement of qualification in accordance with subsection (c) of this section. In order for an existing partnership to become a limited liability partnership, the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, also the vote necessary to amend those provisions, and after such approval, the partnership shall file a statement of qualification in accordance with subsection (c) of this section.

(c) The statement of qualification must contain:

(1) The name of the partnership;

(2) 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;

(3) The number of partners of the partnership at the time of the effectiveness of the statement of qualification;

(4) A statement that the partnership elects to be a limited liability partnership; and

(5) The future effective date or time (which shall be a date or time certain) of the statement of qualification if it is not to be effective upon the filing of the statement of qualification.

(d) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement of qualification or a future effective date or time specified in the statement of qualification. The status as a limited liability partnership remains effective, regardless of changes in the partnership and regardless of cancellation of a statement of partnership existence for such partnership pursuant to the filing of a statement of cancellation to accomplish the cancellation of such statement of partnership existence or pursuant to § 15-1209(a) of this title, until the statement of qualification is canceled pursuant to § 15-105(d), § 15-111(d), or § 15-111(i)(4) of this title or revoked pursuant to § 15-1003 of this title.

(e) A partnership is a limited liability partnership if there has been substantial compliance with the requirements of this subchapter. The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.

(f) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

(g) An amendment or cancellation of a statement of qualification is effective when it is filed or on a future effective date or time specified in the amendment or cancellation.

(h) If a person is included in the number of partners of a limited liability partnership set forth in a statement of qualification, a statement of foreign qualification or an annual report, the inclusion of such person shall not be admissible as evidence in any action, suit or proceeding, whether civil, criminal, administrative or investigative, for the purpose of determining whether such person is liable as a partner of such limited liability partnership. The status of a partnership as a limited liability partnership and the liability of a partner of such limited liability partnership shall not be adversely affected if the number of partners stated in a statement of qualification, a statement of foreign qualification or an annual report is erroneously stated provided that the statement of qualification, the statement of foreign qualification or the annual report was filed in good faith.

(i) Notwithstanding anything in this chapter to the contrary, a domestic partnership having, or that but for its election in accordance with § 15-1206(c) of this chapter, would have had, on December 31, 2001, the status of a registered limited liability partnership under predecessor law, shall have the status of a limited liability partnership under this chapter as of January 1, 2002, and to the extent such partnership has not filed a statement of qualification pursuant to this section, the latest application or renewal application filed by such partnership under such predecessor law shall constitute a statement of qualification filed under this section.
6 Del. C. § 17-401 — Delaware Code / Title 6 / Chapter 17 / Subchapter IV / Section 17-401
§ Â
        17-401. Admission of general partners.
Status: in_force

(a) A person may be admitted to a limited partnership as a general partner of the limited partnership and may receive a partnership interest in the limited partnership without making a contribution or being obligated to make a contribution to the limited partnership. Unless otherwise provided in a partnership agreement, a person may be admitted to a limited partnership as a general partner of the limited partnership without acquiring a partnership interest in the limited partnership. Unless otherwise provided in a partnership agreement, a person may be admitted as the sole general partner of a limited partnership without making a contribution or being obligated to make a contribution to the limited partnership or without acquiring a partnership interest in the limited partnership. Nothing contained in this subsection shall affect the first sentence of § 17-403(b) of this title.

(b) After the filing of a limited partnership’s initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the consent of each partner.

(c) Unless otherwise provided in a partnership agreement or another agreement, a general partner shall have no preemptive right to subscribe to any additional issue of partnership interests or another interest in a limited partnership.
6 Del. C. § 4906 — Delaware Code / Title 6 / Chapter 49 / Section 4906
§ Â
        4906. Termination, cancellation or nonrenewal of franchise â Requisites.
Status: in_force

(a) Notwithstanding the terms, provisions or conditions of any franchise or notwithstanding the terms or provisions of any waiver, no manufacturer shall cancel, terminate or fail to renew any franchise with a licensed new motor vehicle dealer unless the manufacturer has:

(1) Satisfied the notice requirement of subsection (d) of this section; and

(2) Has good cause for cancellation, termination or nonrenewal; and

(3) Has acted in good faith with regard to the cancellation, termination or nonrenewal as defined in this chapter.

(b) Notwithstanding the terms, provisions or conditions of any franchise or the terms or provisions of any waiver, good cause shall exist for the purposes of a termination, cancellation or nonrenewal when:

(1) There is a failure by the new motor vehicle dealer to comply with a provision of the franchise which provision is both reasonable and of material significance to the franchise relationship, provided that the dealer has been notified in writing of the failure within 180 days after the manufacturer first acquired knowledge of such failure, or after the dealer was given a reasonable opportunity to correct such failure during a period of not less than 6 months;

(2) If the failure by the new motor vehicle dealer relates to the performance of the new motor vehicle dealer in sales or service, then good cause shall be defined as the failure of the new motor vehicle dealer to comply with reasonable performance criteria established by the manufacturer if the new motor vehicle dealer was apprised by the manufacturer in writing of such failure; and:

a. Said notification stated that notice was provided of failure of performance pursuant to this section;

b. The new motor vehicle dealer was afforded a reasonable opportunity, for a period of not less than 6 months, to comply with such criteria; and

c. The new motor vehicle dealer did not demonstrate substantial compliance with the manufacturer’s performance criteria during such period.

(c) The manufacturer shall have the burden of proof under this section.

(d) Notwithstanding the terms, provisions or conditions of any franchise prior to the termination, cancellation or nonrenewal of any franchise, the manufacturer shall furnish notification of such termination, cancellation or nonrenewal to the new motor vehicle dealer as follows:

(1) In the manner described in subsection (b) of this section; and

(2) Not less than 90 days prior to the effective date of such termination, cancellation or nonrenewal; or

(3) Not less than 15 days prior to the effective date of such termination, cancellation or nonrenewal with respect to any of the following:

a. Insolvency of the new motor vehicle dealer, or filing of any petition by or against the new motor vehicle dealer under any bankruptcy or receivership law;

b. Failure of the new motor vehicle dealer to conduct its customary sales and service operations during its customary business hours for 7 consecutive business days, except for acts of God or circumstances beyond the direct control of the new motor vehicle dealer;

c. Conviction in a court of original jurisdiction of the new motor vehicle dealer, or any owner or operator thereof, of any crime which is punishable by imprisonment;

d. Revocation of any license which the new motor vehicle dealer is required to have to operate a dealership.

(4) Not less than 180 days prior to the effective date of such termination or cancellation where the manufacturer or distributor is discontinuing the sale of the product line.

(e) Notification under this section shall be in writing; shall be by certified mail or personally delivered to the new motor vehicle dealer; and shall contain all of the following:

(1) A statement of intention to terminate, cancel, or not to renew the franchise.

(2) A statement of the reasons for the termination, cancellation, or nonrenewal.

(3) The date on which such termination, cancellation, or nonrenewal takes effect.

(f) (1) If a manufacturer provides notice of termination to a new motor vehicle dealer under subsection (e) of this section, the dealer may file with the Commission a protest to the proposed franchise termination on or before the stated effective date of the termination.

(2) If such a protest is filed, the Commission shall inform the manufacturer that a timely protest has been filed, and that the franchise in question continues in effect until the Commission holds a hearing, or thereafter, unless, the Commission determines that the manufacturer has complied with paragraphs (a)(2) and (a)(3) of this section.

(3) Until the termination of a dealer’s franchise is effective, the dealer continues to have the same rights to assign, sell, or transfer the franchise to a third party under the franchise and as permitted under § 4910 of this title and the transferee may not be subject to termination by reason of the failure of performance or breaches of the franchise on the part of the dealer.

(4) The nonprevailing party may appeal an adverse decision by the Commission to the Superior Court. The Commission may enter a stay of its order pending appeal, which remains in effect while the appeal is pending.
6 Del. C. § 12D-108 — Delaware Code / Title 6 / Chapter 12D / Section 12D-108
§ Â
        12D-108. Data protection assessments.
Status: in_force

(a) A controller that controls or processes the data of not less than 100,000 consumers, excluding data controlled or processed solely for the purpose of completing a payment transaction, shall conduct and document, on a regular basis, a data protection assessment for each of the controller’s processing activities that presents a heightened risk of harm to a consumer. For the purposes of this section, processing that presents a heightened risk of harm to a consumer includes any of the following:

(1) The processing of personal data for the purposes of targeted advertising.

(2) The sale of personal data.

(3) The processing of personal data for the purposes of profiling, where such profiling presents a reasonably foreseeable risk of any of the following:

a. Unfair or deceptive treatment of, or unlawful disparate impact on, consumers.

b. Financial, physical, or reputational injury to consumers.

c. A physical or other intrusion upon the solitude or seclusion, or the private affairs or concerns, of consumers, where such intrusion would be offensive to a reasonable person.

d. Other substantial injury to consumers.

(4) The processing of sensitive data.

(b) Data protection assessments conducted pursuant to subsection (a) of this section shall identify and weigh the benefits that may flow, directly and indirectly, from the processing to the controller, the consumer, other stakeholders and the public against the potential risks to the rights of the consumer associated with such processing, as mitigated by safeguards that can be employed by the controller to reduce such risks. The controller shall factor into any such data protection assessment the use of de-identified data and the reasonable expectations of consumers, as well as the context of the processing and the relationship between the controller and the consumer whose personal data will be processed.

(c) The Attorney General may require that a controller disclose any data protection assessment that is relevant to an investigation conducted by the Attorney General, and the controller shall make the data protection assessment available to the Attorney General. The Attorney General may evaluate the data protection assessment for compliance with the responsibilities set forth in this chapter. Data protection assessments must be treated as confidential and are not public records within the meaning of § 10002(o) of Title 29. Notwithstanding the foregoing, a controller’s data protection assessment may be used in an action to enforce this chapter. To the extent any information contained in a data protection assessment disclosed to the Attorney General includes and conspicuously identifies information subject to attorney-client privilege or work product protection, such disclosure by itself does not constitute a waiver of such privilege or protection.

(d) A single data protection assessment may address a comparable set of processing operations that include similar activities.

(e) If a controller conducts a data protection assessment for the purpose of complying with another applicable law or regulation, the data protection assessment shall be deemed to satisfy the requirements established in this section if such data protection assessment is reasonably similar in scope and effect to the data protection assessment that would otherwise be conducted pursuant to this section.

(f) Data protection assessment requirements shall apply to processing activities created or generated on or after July 1, 2025, and are not retroactive.
6 Del. C. § 5121 — Delaware Code / Title 6 / Chapter 51 / Section 5121
§ Â
        5121. Advertising packages for sale.
Status: in_force

Whenever a commodity in package form is advertised in any manner and the retail price of the package is stated in the advertisement, there shall be closely and conspicuously associated with such statement of price a declaration of the basic quantity of contents of the package as is required by law or regulation to appear on the package; provided, that, where the law or regulation requires a dual declaration of net quantity to appear on the package, only the declaration that sets forth the quantity in terms of the smaller unit of weight or measure (the declaration that is required to appear first and without parentheses on the package) need appear in the advertisement; and provided further, that there shall not be included as part of the declaration required under this section such qualifying terms as “when packed,” “minimum,” “not less than,” or any other terms of similar import, nor any term qualifying a unit of weight, measure, or count (for example, “jumbo,” “giant,” “full,” and the like) that tends to exaggerate the amount of commodity in the package.
6 Del. C. § 2724 — Delaware Code / Title 6 / Chapter 27 / Subchapter III / Section 2724
§ Â
        2724. Exceptions to repurchase requirements.
Status: in_force

This subchapter does not require repurchase from a dealer of:

(1) A repair part with a limited storage life or otherwise subject to deterioration, such as gaskets or batteries.

(2) Multiple packaged repair parts when the package has been broken.

(3) A repair part that, because of its condition, is not resalable as a new part without repackaging or reconditioning.

(4) Any inventory that the dealer chooses to keep.

(5) Any inventory that was acquired by the dealer from a source other than the supplier.

(6) Any tractors, implements, attachments or equipment that the dealer purchased from the supplier more than 36 months before date of the notice of termination.
6 Del. C. § A-102 — Delaware Code / Title 6 / Article A / Part 1 / Section A-102
§ Â
        A-102. Definitions.
Status: in_force

(a) Article A Definitions. —

In this article:

(1) “Adjustment date” means July 1, 2025, or the date that is 1 year after August 18, 2023, whichever is later.

(2) “Amending Act” means 84 Del. Laws, c. 174.

(3) “Article 12” means Article 12 of the Uniform Commercial Code.

(4) “Article 12 property” means a controllable account, controllable electronic record, or controllable payment intangible.

(b) Definitions in other articles. —

The following definitions in other articles of the Uniform Commercial Code apply to this article.

“Controllable account”. § 9-102.

“Controllable electronic record”. § 12-102.

“Controllable payment intangible”. § 9-102.

“Electronic money”. § 9-102.

“Financing statement”. § 9-102.

(c) Article 1 definitions and principles. —

Article 1 contains general definitions and principles of construction and interpretation applicable throughout this article.
6 Del. C. § 2303 — Delaware Code / Title 6 / Chapter 23 / Section 2303
§ Â
        2303. Loans of less than $500.
Status: repealed

Repealed by 71 Del. Laws, c. 254, § 34, eff. Mar. 30, 1998.
6 Del. C. § 17-1201  — Delaware Code / Title 6 / Chapter 17 / Subchapter XII / Section 17-1201 
§ Â
        17-1201 . Law applicable to statutory public benefit limited partnerships; how formed.
Status: in_force

This subchapter applies to all statutory public benefit limited partnerships, as defined in § 17-1202(a) of this title. If a limited partnership is formed as or elects to become a statutory public benefit limited partnership in the manner prescribed in this section, it shall be subject in all respects to the provisions of this chapter, except to the extent this subchapter imposes additional or different requirements, in which case such additional or different requirements shall apply, and notwithstanding § 17-1101 of this title or any other provision of this title, such additional or different requirements imposed by this subchapter may not be altered in the partnership agreement. If a limited partnership is not formed as a statutory public benefit limited partnership, it may become a statutory public benefit limited partnership in the manner specified in its partnership agreement or by amending its partnership agreement and certificate of limited partnership to comply with the requirements of this subchapter.
6 Del. C. § 11-106 — Delaware Code / Title 6 / Article 11 / Section 11-106
§ Â
        11-106. Required refilings.
Status: repealed

(1) If a security interest is perfected or has priority when this Act takes effect as to all persons or as to certain persons without any filing or recording, and if the filing of a financing statement would be required for the perfection or priority of the security interest against those persons under the Revised Uniform Commercial Code, the perfection and priority rights of the security interest continue until 3 years after this Act takes effect. The perfection will then lapse unless a financing statement is filed as provided in subsection (4) or unless the security interest is perfected otherwise than by filing.

(2) If a security interest is perfected when this Act takes effect under a law other than the Uniform Commercial Code which requires no further filing, refiling or recording to continue its perfection, perfection continues until and will lapse 3 years after this Act takes effect, unless a financing statement is filed as provided in subsection (4), unless the security interest is perfected otherwise than by filing, or unless under subsection (3) of former Section 9-302 [see now subsection (a) of Section 9-311] the other law continues to govern filing.

(3) If a security interest is perfected by a filing, refiling or recording under a law repealed by this Act (other than any part of the Prior Uniform Commercial Code) which required further filing, refiling or recording to continue its perfection, perfection continues and will lapse on the date provided by the law so repealed for such further filing, refiling or recording unless before such date a financing statement is filed as provided in subsection (4) or unless before such date the security interest is perfected otherwise than by filing.

(4) A financing statement may be filed within 6 months before the perfection of a security interest would otherwise lapse. Any such financing statement may be signed by either the debtor or the secured party. It must identify the security agreement, statement or notice (however denominated in any statute or other law repealed or modified by this Act), state the office where and the date when the last filing, refiling or recording, if any, was made with respect thereto, and the filing number, if any, or book and page, if any, of recording and further state that the security agreement, statement or notice, however denominated, in another filing office under the Uniform Commercial Code or under any statute or other law repealed or modified by this Act is still effective. Former Section 9-401 and former Section 9-103 determine the proper place to file such a financing statement. Except as specified in this subsection, the provisions of former Section 9-403(3) [see now subsections (d) and (e) of Section 9-515, generally] for continuation statements apply to such a financing statement.
6 Del. C. § 9-105 — Delaware Code / Title 6 / Article 9 / Part 1 / Section 9-105
§ Â
        9-105. Control of electronic copy of record evidencing chattel paper.
Status: in_force

(a) General rule: control of electronic copy of record evidencing chattel paper. —

A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic copy was assigned.

(b) Single authoritative copy. —

A system satisfies subsection (a) if the record or records evidencing the chattel paper are created, stored, and assigned in a manner that:

(1) a single authoritative copy of the record or records exists which is unique, identifiable, and, except as otherwise provided in paragraphs (4), (5), and (6), unalterable;

(2) the authoritative copy identifies the purchaser as the assignee of the record or records;

(3) the authoritative copy is communicated to and maintained by the purchaser or its designated custodian;

(4) copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser;

(5) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and

(6) any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.

(c) One or more authoritative copies. —

A system satisfies subsection (a), and a purchaser has control of an authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded:

(1) enables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;

(2) enables the purchaser readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the assignee of the authoritative electronic copy; and

(3) gives the purchaser exclusive power, subject to subsection (d), to:

(A) prevent others from adding or changing an identified assignee of the authoritative electronic copy; and

(B) transfer control of the authoritative electronic copy.

(d) Meaning of exclusive. —

Subject to subsection (e), a power is exclusive under subsection (c)(3)(A) and (B) even if:

(1) the authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the authoritative electronic copy or has a protocol programmed to cause a change, including a transfer or loss of control; or

(2) the power is shared with another person.

(e) When power not shared with another person. —

A power of a purchaser is not shared with another person under subsection (d)(2) and the purchaser’s power is not exclusive if:

(1) the purchaser can exercise the power only if the power also is exercised by the other person; and

(2) the other person:

(A) can exercise the power without exercise of the power by the purchaser; or

(B) is the transferor to the purchaser of an interest in the chattel paper.

(f) Presumption of exclusivity of certain powers. —

If a purchaser has the powers specified in subsection (c)(3)(A) and (B), the powers are presumed to be exclusive.

(g) Obtaining control through another person. —

A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the chattel paper:

(1) has control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; or

(2) obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser.
6 Del. C. § 2-325 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-325
§ Â
        2-325. âLetter of creditâ term; âconfirmed credit.â
Status: in_force

(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.

(2) The delivery to seller of a proper letter of credit suspends the buyer’s obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from him or her.

(3) Unless otherwise agreed the term “letter of credit” or “banker’s credit” in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term “confirmed credit” means that the credit must also carry the direct obligation of such an agency which does business in the seller’s financial market.
6 Del. C. § 9-107A — Delaware Code / Title 6 / Article 9 / Part 1 / Section 9-107A
§ Â
        9-107A. Control of controllable electronic record, controllable account, or controllable payment intangible.
Status: in_force

(a) Control under Section 12-105. —

A secured party has control of a controllable electronic record as provided in Section 12-105.

(b) Control of controllable account and controllable payment intangible. —

A secured party has control of a controllable account or controllable payment intangible if the secured party has control of the controllable electronic record that evidences the controllable account or controllable payment intangible.
6 Del. C. § 4908A — Delaware Code / Title 6 / Chapter 49A / Section 4908A
§ Â
        4908A. Required notice to customers.
Status: in_force

(a) All auto repair shops not otherwise complying with subsection (b) of this section shall post a sign, in a manner conspicuous to the public, which states as follows:

(1) The customer is entitled to receive a written or oral estimate;

(2) No auto repair work charge may exceed the estimate without the customer’s consent;

(3) The facility shall offer to return to the consumer all replaced parts except those under warranty or trade-in parts returned to a manufacturer or distributor; and

(4) Complaints can be made to the Consumer Protection and Fraud Division of the Delaware Department of Justice.

(b) To the extent an auto repair facility does not post a sign pursuant to subsection (a) of this section, an automotive repair facility shall, prior to performing auto repair work, disclose to the customer on a separate document or the written estimate itself the following language:

“PLEASE READ CAREFULLY

CHECK ONE OF THE STATEMENTS BELOW AND SIGN

I UNDERSTAND THAT, UNDER STATE LAW, I AM ENTITLED TO A WRITTEN ESTIMATE.    ________ I REQUEST A WRITTEN ESTIMATE.    ________ I REQUEST AN ORAL ESTIMATE.    ________ I DO NOT REQUEST A WRITTEN ESTIMATE AS LONG AS THE REPAIR COSTS DO NOT EXCEED $________. THE SHOP MAY NOT EXCEED THIS AMOUNT WITHOUT MY WRITTEN OR ORAL APPROVAL.    ________ I WAIVE MY RIGHT TO AN ESTIMATE.

SIGNED __________________ DATE __________________ ”

The above language shall be in bold typeset at least as large as the size of the print in the main body of the document. The requirements of this section shall be effective as of January 1, 1997.
6 Del. C. § 2536 — Delaware Code / Title 6 / Chapter 25 / Subchapter III / Section 2536
§ Â
        2536. Short title.
Status: in_force

This subchapter may be cited as the “Uniform Deceptive Trade Practices Act.”
6 Del. C. § 2-712 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-712
§ Â
        2-712. âCoverâ; buyerâs procurement of substitute goods.
Status: in_force

(1) After a breach within the preceding section the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.

(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (Section 2-715), but less expenses saved in consequence of the seller’s breach.

(3) Failure of the buyer to effect cover within this section does not bar him or her from any other remedy.
6 Del. C. § 73-208 — Delaware Code / Title 6 / Chapter 73 / Subchapter II / Section 73-208
§ Â
        73-208. Federal covered securities.
Status: repealed

(a) The Director, by rule or order, may require the filing of any or all of the following documents with respect to a covered security under § 18(b)(2) of the Securities Act of 1933 [15 U.S.C. § 77r(b)(2)]:

(1) Prior to the initial offer of such federal covered security in this State, all documents that are part of a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 [15 U.S.C. § 77a et seq.] (or, in lieu of filing such registration statement, a notice as prescribed by the Director by rule or order), together with a consent to service of process signed by the issuer and with a filing fee as provided by rule or regulation, but in no case shall the fee be less than $200 or more than $1,000. In addition, the Director may require reasonable fees for miscellaneous costs absorbed by the Investor Protection Unit for printing, copying, filing or transcription of other documents;

(2) After the initial offer of such federal covered security in this state, all documents that are part of an amendment to a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 [15 U.S.C. § 77a et seq.], which shall be filed concurrently with the Director; and

(3) A report of the value of such covered securities offered or sold in this State, together with a filing fee as provided by rule or regulation, but in no case shall the fee be less than $200 or more than $1,000; provided, however, that if the filing fee paid is equal to $1,000, no report of the value of such covered securities offered or sold in this State need be filed.

(b) With respect to any security that is a covered security under § 18(b)(4)(E) (or as the same may be renumbered by a future act of the United States Congress) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(4)(E)) (or as the same may be renumbered by a future act of the United States Congress), the Director, by rule or order, may require the issuer to file a notice on SEC Form D and a consent to service of process signed by the issuer no later than 15 days after the first sale of such covered security in this State, together with a filing fee as provided by rule or regulation, but in no case shall the fee be less than $200 or more than $1,000.

(c) The Director, by rule or otherwise, may require the filing of any document filed with the Securities and Exchange Commission under the Securities Act of 1933 [15 U.S.C. § 77a et seq.], with respect to a covered security under § 18(b)(3) or (4) of the Securities Act of 1933 [15 U.S.C. § 77r(b)(3) or (4)], together with a filing fee as provided by rule or regulation, but in no case shall the fee be less than $ 200 or more than $ 1,000.

(d) The Director may require that filings made and fees paid pursuant to subsections (a), (b) and (c) of this section be renewed annually. Where the Director finds that an additional security from the same issuer has different characteristics from the security as to which the first filing was made, such as being a separate portfolio or series of an investment company or mutual fund, the Director may require separate filing, fee payment and renewal for the additional security.

(e) The Director may issue a stop order suspending the offer and sale of a covered security, except a covered security under § 18(b)(1) of the Securities Act of 1933 [15 U.S.C. § 77r(b)(1)], if it finds that:

(1) The order is in the public interest; and

(2) There is a failure to comply with any condition established under this section.

(f) The Director, by rule or order, may waive any and all provisions of this section.

(g) [Repealed.]
6 Del. C. § 3-501 — Delaware Code / Title 6 / Article 3 / Part 5 / Section 3-501
§ Â
        3-501. Presentment.
Status: in_force

(a) “Presentment” means a demand made by or on behalf of a person entitled to enforce an instrument (i) to pay the instrument made to the drawee or a party obliged to pay the instrument or, in the case of a note or accepted draft payable at a bank, to the bank, or (ii) to accept a draft made to the drawee.

(b) The following rules are subject to Article 4, agreement of the parties, and clearing-house rules and the like:

(1) Presentment may be made at the place of payment of the instrument and must be made at the place of payment if the instrument is payable at a bank in the United States; may be made by any commercially reasonable means, including an oral, written, or electronic communication; is effective when the demand for payment or acceptance is received by the person to whom presentment is made; and is effective if made to any one of two or more makers, acceptors, drawees, or other payors.

(2) Upon demand of the person to whom presentment is made, the person making presentment must (i) exhibit the instrument, (ii) give reasonable identification and, if presentment is made on behalf of another person, reasonable evidence of authority to do so, and (iii) sign a receipt on the instrument for any payment made or surrender the instrument if full payment is made.

(3) Without dishonoring the instrument, the party to whom presentment is made may (i) return the instrument for lack of a necessary indorsement, or (ii) refuse payment or acceptance for failure of the presentment to comply with the terms of the instrument, an agreement of the parties, or other applicable law or rule.

(4) The party to whom presentment is made may treat presentment as occurring on the next business day after the day of presentment if the party to whom presentment is made has established a cut-off hour not earlier than 2 p.m. for the receipt and processing of instruments presented for payment or acceptance and presentment is made after the cut-off hour.
6 Del. C. § 2A-405 — Delaware Code / Title 6 / Article 2A / Part 4 / Section 2A-405
§ Â
        2A-405. Excused performance.
Status: in_force

Subject to Section 2A-404 on substituted performance, the following rules apply;

(a) Delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with paragraphs (b) and (c) is not a default under the lease contract if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the lease contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order, whether or not the regulation or order later proves to be invalid.

(b) If the causes mentioned in paragraph (a) affect only part of the lessor’s or the supplier’s capacity to perform, he or she shall allocate production and deliveries among his or her customers but at his or her option may include regular customers not then under contract for sale or lease as well as his or her own requirements for further manufacture. He or she may so allocate in any manner that is fair and reasonable.

(c) The lessor seasonably shall notify the lessee and in the case of a finance lease the supplier seasonably shall notify the lessor and the lessee, if known, that there will be delay or nondelivery and, if allocation is required under paragraph (b), of the estimated quota thus made available for the lessee.
6 Del. C. § 15-702 — Delaware Code / Title 6 / Chapter 15 / Subchapter VII / Section 15-702
§ Â
        15-702. Dissociated partnerâs power to bind and liability to partnership.
Status: in_force

(a) For one year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter IX of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under § 15-301 of this title before dissociation only if at the time of entering into the transaction the other party:

(1) Reasonably believed that the dissociated partner was then a partner and reasonably relied on such belief in entering into the transaction;

(2) Did not have notice of the partner’s dissociation; and

(3) Is not deemed to have had knowledge under § 15-303(c) of this title or notice under § 15-704(c) of this title.

(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
6 Del. C. § 9-707 — Delaware Code / Title 6 / Article 9 / Part 7 / Section 9-707
§ Â
        9-707. 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 Part 3. 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 9-706(c); or

(3) an initial financing statement that provides the information as amended and satisfies Section 9-706(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 9-705(d) and (f) or 9-706.

(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 9-706(c) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in Part 3 as the office in which to file a financing statement.
6 Del. C. § 4-109 — Delaware Code / Title 6 / Article 4 / Part 1 / Section 4-109
§ Â
        4-109. Delays.
Status: in_force

(a) Unless otherwise instructed, a collecting bank in a good faith effort to secure payment of a specific item drawn on a payor other than a bank, and with or without the approval of any person involved, may waive, modify, or extend time limits imposed or permitted by this [Act] for a period not exceeding two additional banking days without discharge of drawers or indorsers or liability to its transferor or a prior party.

(b) Delay by a collecting bank or payor bank beyond time limits prescribed or permitted by this [Act] or by instructions is excused if (i) the delay is caused by interruption of communication or computer facilities, suspension of payments by another bank, war, emergency conditions, failure of equipment, or other circumstances beyond the control of the bank, and (ii) the bank exercises such diligence as the circumstances require.
6 Del. C. § 2A-202 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-202
§ Â
        2A-202. Final expression: Parol or extrinsic evidence.
Status: in_force

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:

(a) By course of dealing or usage of trade or by course of performance; and

(b) By evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement.
6 Del. C. § 2515 — Delaware Code / Title 6 / Chapter 25 / Subchapter II / Section 2515
§ Â
        2515. Attorney Generalâs investigative demand â Contents.
Status: in_force

Each Attorney General’s investigative demand shall be in writing and shall:

(1) State the nature of the conduct constituting the alleged violation of this subchapter which is under investigation and the provision of law applicable thereto;

(2) Describe the class or classes of material to be produced thereunder with such definiteness and certainty as to permit such material to be fairly identified;

(3) Prescribe a return date which will provide a reasonable time within which the material so demanded may be assembled and made available for inspection and copying or reproduction; and

(4) Identify the custodian to whom such material shall be made available or the official before whom such oral examination shall take place or with whom such written reports shall be filed.
6 Del. C. § 9-109 — Delaware Code / Title 6 / Article 9 / Part 1 / Section 9-109
§ Â
        9-109. Scope.
Status: in_force

(a) General scope of Article. — Except as otherwise provided in subsections (c) and (d), this Article applies to:

(1) a transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract;

(2) an agricultural lien;

(3) a sale of accounts, chattel paper, payment intangibles, or promissory notes;

(4) a consignment;

(5) a security interest arising under Section 2-401, 2-505, 2-711(3), or 2A-508(5), as provided in Section 9-110; and

(6) a security interest arising under Section 4-210 or 5-118.

(b) Security interest in secured obligation. — The application of this Article to a security interest in a secured obligation is not affected by the fact that the obligation is itself secured by a transaction or interest to which this Article does not apply.

(c) Extent to which Article does not apply. — This Article does not apply to the extent that:

(1) a statute, regulation, or treaty of the United States preempts this Article;

(2) another statute of this State expressly governs the creation, perfection, priority, or enforcement of a security interest created by this State or a governmental unit of this State;

(3) a statute of another State, a foreign country, or a governmental unit of another State or a foreign country, other than a statute generally applicable to security interests, expressly governs creation, perfection, priority, or enforcement of a security interest created by the State, country, or governmental unit; or

(4) the rights of a transferee beneficiary or nominated person under a letter of credit are independent and superior under Section 5-114.

(d) Inapplicability of Article. — This Article does not apply to:

(1) a landlord’s lien, other than an agricultural lien;

(2) a lien, other than an agricultural lien, given by statute or other rule of law for services or materials, but Section 9-333 applies with respect to priority of the lien;

(3) an assignment of a claim for wages, salary, or other compensation of an employee;

(4) a sale of accounts, chattel paper, payment intangibles, or promissory notes as part of a sale of the business out of which they arose;

(5) an assignment of accounts, chattel paper, payment intangibles, or promissory notes which is for the purpose of collection only;

(6) an assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract;

(7) an assignment of a single account, payment intangible, or promissory note to an assignee in full or partial satisfaction of a preexisting indebtedness;

(8) a transfer of an interest in or an assignment of a claim under a policy of insurance, other than an assignment by or to a health-care provider of a health-care-insurance receivable and any subsequent assignment of the right to payment, but Sections 9-315 and 9-322 apply with respect to proceeds and priorities in proceeds;

(9) an assignment of a right represented by a judgment, other than a judgment taken on a right to payment that was collateral;

(10) a right of recoupment or set-off, but:

(A) Section 9-340 applies with respect to the effectiveness of rights of recoupment or set-off against deposit accounts; and

(B) Section 9-404 applies with respect to defenses or claims of an account debtor;

(11) the creation or transfer of an interest in or lien on real property, including a lease or rents thereunder, except to the extent that provision is made for:

(A) liens on real property in Sections 9-203 and 9-308;

(B) fixtures in Section 9-334;

(C) fixture filings in Sections 9-501, 9-502, 9-512, 9-516, and 9-519; and

(D) security agreements covering personal and real property in Section 9-604;

(12) an assignment of a claim arising in tort, other than a commercial tort claim, but Sections 9-315 and 9-322 apply with respect to proceeds and priorities in proceeds; or

(13) an assignment of a deposit account in a consumer transaction, but Sections 9-315 and 9-322 apply with respect to proceeds and priorities in proceeds.
6 Del. C. § 4336 — Delaware Code / Title 6 / Chapter 43 / Subchapter IX / Section 4336
§ Â
        4336. Display of service charge rates by seller.
Status: in_force

Each retail seller, before the retail seller can benefit from the service charges permitted by this subchapter, shall display prominently in the retail seller’s main place of business and in each branch thereof, a statement outlining the service charge rates which will conform to § 4337 of this title.
6 Del. C. § 2707 — Delaware Code / Title 6 / Chapter 27 / Subchapter I / Section 2707
§ Â
        2707. Agreements not to compete.
Status: in_force

Any covenant not to compete provision of an employment, partnership or corporate agreement between and/or among physicians which restricts the right of a physician to practice medicine in a particular locale and/or for a defined period of time, upon the termination of the principal agreement of which the said provision is a part, shall be void; except that all other provisions of such an agreement shall be enforceable at law, including provisions which require the payment of damages in an amount that is reasonably related to the injury suffered by reason of termination of the principal agreement. Provisions which require the payment of damages upon termination of the principal agreement may include, but not be limited to, damages related to competition.
6 Del. C. § 9-809 — Delaware Code / Title 6 / Article 9 / Part 8 / Section 9-809
§ Â
        9-809. Priority.
Status: in_force

This Act determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before this Act takes effect, former Article 9 of the Uniform Commercial Code determines priority.
6 Del. C. § 17-605 — Delaware Code / Title 6 / Chapter 17 / Subchapter VI / Section 17-605
§ Â
        17-605. Distribution in kind.
Status: in_force

Except as provided in the partnership agreement, a partner, regardless of the nature of the partner’s contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed exceeds a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the limited partnership. Except as provided in the partnership agreement, a partner may be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the partner shares in distributions from the limited partnership.
6 Del. C. § 4403 — Delaware Code / Title 6 / Chapter 44 / Section 4403
§ Â
        4403. Definitions.
Status: in_force

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

(1) “Business day” shall mean any calendar day except Saturdays, Sundays or legal holidays (as that term is defined in Chapter 5 of Title 1).

(2) “Consumer goods or services” shall mean goods or services purchased, leased or rented primarily for personal, family or household purposes, including courses of instruction or training regardless of the purpose for which they are taken.

(3) “Door-to-door sale” shall mean a sale, lease or rental of consumer goods or services with a purchase price of $25 or more, whether under single or multiple contracts, in which the seller or the seller’s representative personally solicits the sale, including those in response to or following an invitation by the buyer, and the buyer’s agreement or offer to purchase is made at a place other than the place of business of the seller. The term “door-to-door sale” does not include a transaction:

a. Made pursuant to prior negotiations in the course of a visit by the buyer to a retail business establishment having a fixed permanent location where the goods are exhibited or the services are offered for sale on a continuing basis;

b. In which the consumer is accorded the right of rescission by the Consumer Credit Protection Act (15 U.S.C. § 1635) or regulations issued pursuant thereto;

c. In which the buyer has initiated the contact and the goods or services are needed to meet a bona fide immediate personal emergency of the buyer, and the buyer furnishes the seller with a separate dated and signed personal statement in the buyer’s handwriting describing the situation requiring immediate remedy and expressly acknowledging and waiving the right to cancel the sale within 3 business days;

d. In which the buyer has initiated the contact and the transaction is conducted and consummated entirely by mail or telephone;

e. In which the buyer has initiated the contact and specifically requested the seller to visit the buyer’s home for the purpose of repairing or performing maintenance upon the buyer’s personal property. If in the course of such a visit, the seller sells the buyer the right to receive additional services or goods other than replacement parts necessarily used in performing the maintenance or in making the repairs, the sale of those additional goods or services would not fall within this exclusion; or

f. Pertaining to the sale or rental of real property, to the sale of insurance or to the sale of securities or commodities by a broker-dealer registered with the Securities and Exchange Commission.

Except as provided above, the term door-to-door sale shall include any sale solicited and consummated via any telephone.

(4) “Home” shall mean a house, dwelling, condominium, townhouse, apartment or such other residential building or dwelling in which a person resides.

(5) “Place of business” shall mean the main or permanent branch office or a permanent local address of a seller, not including a hotel room, motel room or other temporary quarters.

(6) “Purchase price” shall mean the total price paid or to be paid for the consumer goods or services, including all interest and service charges.

(7) “Seller” shall mean any person, partnership, corporation or association engaged in the door-to-door sale of consumer goods or services.
6 Del. C. § 2827 — Delaware Code / Title 6 / Chapter 28 / Subchapter II / Section 2827
§ Â
        2827. Conditions on offering items as an inducement to execute.
Status: reserved

(a) It is unlawful for any person by any means, as part of an advertising program, to offer any item of value as an inducement to the recipient to visit a vacation time-sharing plan’s facilities, attend a sales presentation or contact a salesperson, unless the person clearly discloses in writing in the offer in plain language each of the following:

(1) The name and vacation time-sharing plan’s address.

(2) A general statement that the advertising program is being conducted by a seller and the purpose of any requested visit.

(3) A statement of odds, in Arabic numerals, of receiving each item offered.

(4) The approximate retail value of each item offered.

(5) The number of vacation time-sharing plans that are participating in such advertising programs.

(6) The restrictions, qualifications and other conditions that must be satisfied before the recipient is entitled to receive the item, including:

a. Any deadline, if any, by which the recipient must visit the vacation time-sharing facilities, attend the sales presentation or contact a salesperson in order to receive the item.

b. The approximate duration of any visit and sales presentation.

c. The date upon which the offer shall terminate and the final date upon which the gift or prizes are to be awarded.

d. Any other conditions, such as minimum age qualification, a financial qualification or a requirement that if the recipient is married both spouses must be present in order to receive the item.

(7) A statement that the seller reserves the right to provide a rain check or a substitute or like item, if these rights are reserved.

(8) All other material rules, terms and conditions of the offer or program.

(b) It is unlawful to charge postage, shipping, handling, insurance redemption fees or any other fees for any item of value offered as an inducement to the recipient to visit a vacation time-sharing plan’s facilities and attend a sales presentation.

(c) It is unlawful for any person making an offer subject to subsection (a) of this section or any employee or agent of the person to offer any item if the person knows or has reason to know that the offered item will not be available in a sufficient quantity based on the reasonably anticipated response to the offer.

(d) If the person making an offer subject to subsection (a) of this section is unable to provide an offered item because of limitations of supply, quantity or quality not reasonably foreseeable or controllable by the person making the offer, the person making the offer shall provide the approximate retail value of the item as stated in the advertising program as required under paragraph (a)(4) of this section.

(e) On the written request of a recipient who has received or claims a right to receive any offered item, the person making an offer subject to subsection (a) of this section shall furnish to the recipient sufficient evidence showing that the item provided matches the item randomly or otherwise selected for distribution to that recipient.

(f) It is unlawful for any person making an offer subject to subsection (a) of this section or any employee or agent of the person, to:

(1) Misrepresent the size, quantity, identity or quality of any prize, gift, money or other item of value offered.

(2) Misrepresent in any manner the odds of receiving any particular gift, prize, amount of money or other item of value.

(3) Label any offer a “notice of termination” or “notice of cancellation.”

(4) Materially misrepresent, in any manner, the offer or program.

(g) Any violation of this section shall make any contract entered into voidable at the option of the purchaser.
6 Del. C. § 4701 — Delaware Code / Title 6 / Chapter 47 / Subchapter I / Section 4701
§ Â
        4701. Purpose.
Status: in_force

The purpose of this chapter is to protect the public from improper sales techniques by transient retailers, and to provide a method of processing warranty claims on merchandise sold by transient retailers.
6 Del. C. § 9-307 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-307
§ Â
        9-307. Location of debtor.
Status: in_force

(a) “Place of business.” — In this section, “place of business” means a place where a debtor conducts its affairs.

(b) Debtor’s location: general rules. — Except as otherwise provided in this section, the following rules determine a debtor’s location:

(1) A debtor who is an individual is located at the individual’s principal residence.

(2) A debtor that is an organization and has only one place of business is located at its place of business.

(3) A debtor that is an organization and has more than one place of business is located at its chief executive office.

(c) Limitation of applicability of subsection (b). — Subsection (b) applies only if a debtor’s residence, place of business, or chief executive office, as applicable, is located in a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, recording, or registration system as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral. If subsection (b) does not apply, the debtor is located in the District of Columbia.

(d) Continuation of location: cessation of existence, etc. — A person that ceases to exist, have a residence, or have a place of business continues to be located in the jurisdiction specified by subsections (b) and (c).

(e) Location of registered organization organized under State law. — A registered organization that is organized under the law of a State is located in that State.

(f) Location of registered organization organized under federal law; bank branches and agencies. — Except as otherwise provided in subsection (i), a registered organization that is organized under the law of the United States and a branch or agency of a bank that is not organized under the law of the United States or a State are located:

(1) in the State that the law of the United States designates, if the law designates a State of location;

(2) in the State that the registered organization, branch, or agency designates, if the law of the United States authorizes the registered organization, branch, or agency to designate its State of location, including by designating its main office, home office, or other comparable office; or

(3) in the District of Columbia, if neither paragraph (1) nor paragraph (2) applies.

For purposes of paragraph (2) above, if a registered organization designates a main office, a home office, or other comparable office in accordance with the law of the United States, such registered organization is located in the State that such main office, home office, or other comparable office is located.

(g) Continuation of location: change in status of registered organization. — A registered organization continues to be located in the jurisdiction specified by subsection (e) or (f) notwithstanding:

(1) the suspension, revocation, forfeiture, or lapse of the registered organization’s status as such in its jurisdiction of organization; or

(2) the dissolution, winding up, or cancellation of the existence of the registered organization.

(h) Location of United States. — The United States is located in the District of Columbia.

(i) Location of foreign bank branch or agency if licensed in only one State. — A branch or agency of a bank that is not organized under the law of the United States or a State is located in the State in which the branch or agency is licensed, if all branches and agencies of the bank are licensed in only one State.

(j) Location of foreign air carrier. — A foreign air carrier under the Federal Aviation Act of 1958 [see now 49 U.S.C. § 40101 et seq.], as amended, is located at the designated office of the agent upon which service of process may be made on behalf of the carrier.

(k) Location of trusts and trustees. — A debtor that is a trust that is a registered organization is located in the jurisdiction of the trust specified by subsection (e) or (f). A debtor that is a trust that is not a registered organization is located in the jurisdiction of the trust specified by subsection (b)(2) or (b)(3). A debtor that is a trustee acting with respect to property held in trust is located in the jurisdiction of the trustee specified by subsection (b), (e), (f) or (i).

(l) Section applies only to this part. — This section applies only for purposes of this part.
6 Del. C. § 4-111 — Delaware Code / Title 6 / Article 4 / Part 1 / Section 4-111
§ Â
        4-111. Statute of limitations.
Status: in_force

An action to enforce an obligation, duty, or right arising under this Article must be commenced within three years after the [cause of action] accrues.
6 Del. C. § 9-340 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-340
§ Â
        9-340. Effectiveness of right of recoupment or set-off against deposit account.
Status: in_force

(a) Exercise of recoupment or set-off. — Except as otherwise provided in subsection (c), a bank with which a deposit account is maintained may exercise any right of recoupment or set-off against the deposit account notwithstanding that a secured party holds a security interest in the deposit account.

(b) Recoupment or setoff not affected by security interest. — Except as otherwise provided in subsection (c), the application of this Article to a security interest in a deposit account does not affect a right of recoupment or set-off of the secured party as to a deposit account maintained with the secured party.

(c) When set-off ineffective. — The exercise by a bank of a set-off against a deposit account is ineffective against a secured party that holds a security interest in the deposit account which is perfected by control under Section 9-104(a)(3), if the set-off is based on a claim against the debtor.

(d) No creation of set-off or recoupment right and no overriding of limitations or restrictions of other law. — This section neither creates a right of set-off or recoupment nor is it intended to override any limitations or restrictions that other law imposes on the exercise of those rights.
6 Del. C. § 15-306 — Delaware Code / Title 6 / Chapter 15 / Subchapter III / Section 15-306
§ Â
        15-306. Partnerâs liability.
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

(b) A person admitted as a partner into an existing partnership is not personally liable for any obligation of the partnership incurred before the person’s admission as a partner.

(c) An obligation of a partnership arising out of or related to circumstances or events occurring while the partnership is a limited liability partnership or incurred while the partnership is a limited liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for such an obligation solely by reason of being or so acting as a partner.

(d) The ability of an attorney-at-law, admitted to the practice of law in the State of Delaware, to practice law in Delaware in a limited liability partnership, shall be determined by the Rules of the Supreme Court of the State of Delaware.

(e) Notwithstanding the provisions of subsection (c) of this section, under a partnership agreement or under another agreement, a partner may agree to be personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for any or all of the obligations of the partnership incurred while the partnership is a limited liability partnership.
6 Del. C. § 2508 — Delaware Code / Title 6 / Chapter 25 / Subchapter I / Section 2508
§ Â
        2508. Sale of fur-containing apparel; requirements.
Status: in_force

(a) No merchant shall sell, offer or display for sale any coat, jacket, garment, or other wearing apparel made wholly or partially of animal fur, regardless of the price of the wearing apparel or the amount or value of the fur contained therein, without having attached to and conspicuously displayed on such apparel a tag, label or sticker that clearly and legibly states in English that such apparel contains real animal fur.

(b) This section shall apply only to new apparel that is sold by a merchant to a retail consumer in the first instance, and shall not apply to the resale of such apparel by second-hand, consignment, Goodwill or similar “resell” merchants.

(c) This section shall apply only to the sale of new wearing apparel sold by a merchant in a retail store only.

(d) Any merchant found to be in violation of this section shall be subject to a civil penalty of $200 per incident, regardless of the total number of articles of wearing apparel found in violation of this section during an incident.

(e) This section shall become effective and enforceable on June 1, 2010.
6 Del. C. § 2A-211 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-211
§ Â
        2A-211. Warranties against interference and against infringement; lesseeâs obligation against infringement.
Status: in_force

(1) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee’s enjoyment of its leasehold interest.

(2) Except in a finance lease, there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.

(3) A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications.
6 Del. C. § 9-110 — Delaware Code / Title 6 / Article 9 / Part 1 / Section 9-110
§ Â
        9-110. Security interests arising under Article 2 or 2A.
Status: in_force

A security interest arising under Section 2-401, 2-505, 2-711(3), or 2A-508(5) is subject to this Article. However, until the debtor obtains possession of the goods:

(1) the security interest is enforceable, even if Section 9-203(b)(3) has not been satisfied;

(2) filing is not required to perfect the security interest;

(3) the rights of the secured party after default by the debtor are governed by Article 2 or 2A; and

(4) the security interest has priority over a conflicting security interest created by the debtor.
6 Del. C. § 2509D — Delaware Code / Title 6 / Chapter 25D / Section 2509D
§ Â
        2509D. Maximum rate of interest on debts incurred before military service.
Status: in_force

(a) Interest rate limitation. — (1) Limitation to 6 percent. — An obligation or liability bearing interest at a rate in excess of 6 percent per year that is incurred by a servicemember, or the servicemember and the servicemember’s spouse jointly, before the servicemember enters military service shall not bear interest at a rate in excess of 6 percent:

a. During the period of military service and 1 year thereafter, in the case of an obligation or liability consisting of a mortgage, trust deed, or other security in the nature of a mortgage; or

b. During the period of military service, in the case of any other obligation or liability.

(2) Forgiveness of interest in excess of 6 percent. — Interest at a rate in excess of 6 percent per year that would otherwise be incurred but for the prohibition in paragraph (a)(1) of this section is forgiven.

(3) Prevention of acceleration of principal. — The amount of any periodic payment due from a servicemember under the terms of the instrument that created an obligation or liability covered by this section shall be reduced by the amount of the interest forgiven under paragraph (a)(2) of this section that is allocable to the period for which such payment is made.

(b) Implementation of limitation. — (1) Written notice to creditor. — In order for an obligation or liability of a servicemember to be subject to the interest rate limitation in subsection (a) of this section, the servicemember shall provide to the creditor written notice and a copy of the military orders calling the servicemember to military service and any orders further extending military service, not later than 180 days after the date of the servicemember’s termination or release from military service.

(2) Limitation effective as of date of order to active duty. — Upon receipt of written notice and a copy of orders calling a servicemember to military service, the creditor shall treat the debt in accordance with subsection (a) of this section, effective as of the date on which the servicemember is called to military service.

(c) Creditor protection. — A court may grant a creditor relief from the limitations of this section if, in the opinion of the court, the ability of the servicemember to pay interest upon the obligation or liability at a rate in excess of 6 percent per years is not materially affected by reason of the servicemember’s military service.

(d) Definitions. — For purposes of this section, the term “interest” includes service charges, renewal charges, fees, or any other charges (except bona fide insurance) with respect to an obligation or liability, and the term “obligation or liability” includes an obligation or liability consisting of a mortgage, trust deed, or other security in the nature of a mortgage.
6 Del. C. § 5000E — Delaware Code / Title 6 / Chapter 50E / Section 5000E
§ Â
        5000E. Purpose.
Status: in_force

The intent of this chapter is to support Delaware business entities in their global sustainability efforts. This chapter is enabling legislation that permits a Delaware entity to signal its commitment to global sustainability. This chapter does not purport to prescribe which sustainability standards an entity chooses to adopt. Thus, a Delaware entity is free to choose standards promulgated or developed by any entity.
6 Del. C. § 9-507 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-507
§ Â
        9-507. Effect of certain events on effectiveness of financing statement.
Status: in_force

(a) Disposition. — A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a security interest or agricultural lien continues, even if the secured party knows of or consents to the disposition.

(b) Information becoming seriously misleading. — Except as otherwise provided in subsection (c) and Section 9-508, a financing statement is not rendered ineffective if, after the financing statement is filed, the information provided in the financing statement becomes seriously misleading under Section 9-506.

(c) Change in debtor’s name. — If the name that a filed financing statement provides for a debtor becomes insufficient as the name of the debtor under Section 9-503(a) so that the filed financing statement becomes seriously misleading under Section 9-506:

(1) the financing statement is effective to perfect a security interest in collateral acquired by the debtor before, or within four months after, the filed financing statement becomes seriously misleading; and

(2) the financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than four months after the filed financing statement becomes seriously misleading, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within four months after the financing statement became seriously misleading.