6 Del. C. § 3-505 — Delaware Code / Title 6 / Article 3 / Part 5 / Section 3-505
§ Â
        3-505. Evidence of dishonor.
Status: in_force

(a) The following are admissible as evidence and create a presumption of dishonor and of any notice of dishonor stated:

(1) A document regular in form as provided in subsection (b) which purports to be a protest;

(2) A purported stamp or writing of the drawee, payor bank, or presenting bank on or accompanying the instrument stating that acceptance or payment has been refused unless reasons for the refusal are stated and the reasons are not consistent with dishonor;

(3) A book or record of the drawee, payor bank, or collecting bank, kept in the usual course of business which shows dishonor, even if there is no evidence of who made the entry.

(b) A protest is a certificate of dishonor made by a United States consul or vice consul, or a notary public or other person authorized to administer oaths by the law of the place where dishonor occurs. It may be made upon information satisfactory to that person. The protest must identify the instrument and certify either that presentment has been made or, if not made, the reason why it was not made, and that the instrument has been dishonored by nonacceptance or nonpayment. The protest may also certify that notice of dishonor has been given to some or all parties.
6 Del. C. § 5104 — Delaware Code / Title 6 / Chapter 51 / Section 5104
§ Â
        5104. State standards of weights and measures.
Status: in_force

Such weights and measures in conformity with the standards of the United States as have been supplied to the State by the federal government or otherwise obtained by the State for use as state standards shall, when the same shall have been approved as being satisfactory for use as such by the National Institute of Standards and Technology, be the state standards of weight and measure. The state standards shall be kept in a safe and suitable place in the office or laboratory of the Department of Agriculture, they shall not be removed from the said office or laboratory except for repairs or for calibration and approval. The state standards shall be used only in verifying the office standards and for scientific purposes.
6 Del. C. § 1905 — Delaware Code / Title 6 / Chapter 19 / Section 1905
§ Â
        1905. Statement of authority as to real property.
Status: in_force

(a) A nonprofit association may execute and file a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.

(b) An estate or interest in real property in the name of a nonprofit association may be transferred by a person so authorized in a statement of authority filed in the office in the county in which a transfer of the property would be recorded.

(c) A statement of authority must set forth:

(1) The name of the nonprofit association;

(2) The address in this State, including the street address, if any, of the nonprofit association or, if the nonprofit association does not have an address in this State, its address out of state;

(3) The name or title of a person authorized to transfer an estate or interest in real property held in the name of the nonprofit association; and

(4) The action, procedure or vote of the nonprofit association which authorizes the person to transfer the real property of the nonprofit association and which authorizes the person to execute the statement of authority.

(d) A statement of authority must be executed in the same manner as a deed by a person who is not the person authorized to transfer the estate or interest.

(e) A filing officer may collect a fee for filing a statement of authority in the amount authorized for recording a transfer of real property.

(f) An amendment, including a cancellation, of a statement of authority must meet the requirements for execution and filing of an original statement. Unless canceled earlier, a filed statement of authority or its most recent amendment is canceled by operation of law 5 years after the date of the most recent recording.

(g) If the record title to real property is in the name of a nonprofit association and the statement of authority is filed in the office of the county in which a transfer of real property would be recorded, the authority of the person named in a statement of authority is conclusive in favor of a person who gives value without notice that the person lacks authority.
6 Del. C. § 2-503 — Delaware Code / Title 6 / Article 2 / Part 5 / Section 2-503
§ Â
        2-503. Manner of sellerâs tender of delivery.
Status: in_force

(1) Tender of delivery requires that the seller put and hold conforming goods at the buyer’s disposition and give the buyer any notification reasonably necessary to enable him or her to take delivery. The manner, time and place for tender are determined by the agreement and this Article, and in particular

(a) tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but

(b) unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods.

(2) Where the case is within the next section respecting shipment tender requires that the seller comply with its provisions.

(3) Where the seller is required to deliver at a particular destination tender requires that he or she comply with subsection (1) and also in any appropriate case tender documents as described in subsections (4) and (5) of this section.

(4) Where goods are in the possession of a bailee and are to be delivered without being moved

(a) tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyer’s right to possession of the goods; but

(b) tender to the buyer of a non-negotiable document of title or of a record directing the bailee to deliver is sufficient tender unless the buyer seasonably objects, and except as otherwise provided in Article 9 receipt by the bailee of notification of the buyer’s rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the non-negotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.

(5) Where the contract requires the seller to deliver documents

(a) he or she must tender all such documents in correct form, except as provided in this Article with respect to bills of lading in a set (subsection (2) of Section 2-323); and

(b) tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes non-acceptance or rejection.
6 Del. C. § 8-404 — Delaware Code / Title 6 / Article 8 / Part 4 / Section 8-404
§ Â
        8-404. Wrongful registration.
Status: in_force

(a) Except as otherwise provided in Section 8-406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:

(1) pursuant to an ineffective endorsement or instruction;

(2) after a demand that the issuer not register transfer became effective under Section 8-403(a) and the issuer did not comply with Section 8-403(b);

(3) after the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or

(4) by an issuer acting in collusion with the wrongdoer.

(b) An issuer that is liable for wrongful registration of transfer under subsection (a) on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer’s liability to provide the person with a like security is governed by Section 8-210.

(c) Except as otherwise provided in subsection (a) or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective endorsement or instruction.
6 Del. C. § 17-805 — Delaware Code / Title 6 / Chapter 17 / Subchapter VIII / Section 17-805
§ Â
        17-805. Trustees or receivers for limited partnerships; appointment; powers; duties.
Status: in_force

When the certificate of limited partnership of any limited partnership formed under this chapter shall be canceled by the filing of a certificate of cancellation pursuant to § 17-203 of this title, the Court of Chancery, on application of any creditor or partner of the limited partnership, or any other person who shows good cause therefor, at any time, may either appoint 1 or more of the general partners of the limited partnership to be trustees, or appoint 1 or more persons to be receivers, of and for the limited partnership, to take charge of the limited partnership’s property, and to collect the debts and property due and belonging to the limited partnership, with the power to prosecute and defend, in the name of the limited partnership, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited partnership, if in being, that may be necessary for the final settlement of the unfinished business of the limited partnership. The powers of the trustees or receivers may be continued as long as the Court of Chancery shall think necessary for the purposes aforesaid.
6 Del. C. § 7-210 — Delaware Code / Title 6 / Article 7 / Part 2 / Section 7-210
§ Â
        7-210. Enforcement of warehouseâs lien.
Status: in_force

(a) Except as otherwise provided in subsection (b), a warehouse’s lien may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification must include a statement of the amount due, the nature of the proposed sale, and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or in a method different from that selected by the warehouse is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The warehouse sells in a commercially reasonable manner if the warehouse sells the goods in the usual manner in any recognized market therefore, sells at the price current in that market at the time of the sale, or otherwise sells in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable, except in cases covered by the preceding sentence.

(b) A warehouse may enforce its lien on goods, other than goods stored by a merchant in the course of its business, only if the following requirements are satisfied:

(1) All persons known to claim an interest in the goods must be notified.

(2) The notification must include an itemized statement of the claim, a description of the goods subject to the lien, a demand for payment within a specified time not less than 10 days after receipt of the notification, and a conspicuous statement that unless the claim is paid within that time the goods will be advertised for sale and sold by auction at a specified time and place.

(3) The sale must conform to the terms of the notification.

(4) The sale must be held at the nearest suitable place to where the goods are held or stored.

(5) After the expiration of the time given in the notification, an advertisement of the sale must be published once a week for two weeks consecutively in a newspaper of general circulation where the sale is to be held. The advertisement must include a description of the goods, the name of the person on whose account the goods are being held, and the time and place of the sale. The sale must take place at least 15 days after the first publication. If there is no newspaper of general circulation where the sale is to be held, the advertisement must be posted at least 10 days before the sale in not fewer than six conspicuous places in the neighborhood of the proposed sale.

(c) Before any sale pursuant to this section, any person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, the goods may not be sold but must be retained by the warehouse subject to the terms of the receipt and this article.

(d) A warehouse may buy at any public sale held pursuant to this section.

(e) A purchaser in good faith of goods sold to enforce a warehouse’s lien takes the goods free of any rights of persons against which the lien was valid, despite the warehouse’s noncompliance with this section.

(f) A warehouse may satisfy its lien from the proceeds of any sale pursuant to this section but shall hold the balance, if any, for delivery on demand to any person to which the warehouse would have been bound to deliver the goods.

(g) The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.

(h) If a lien is on goods stored by a merchant in the course of its business, the lien may be enforced in accordance with subsection (a) or (b).

(i) A warehouse is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of willful violation, is liable for conversion.
6 Del. C. § 18-1002 — Delaware Code / Title 6 / Chapter 18 / Subchapter X / Section 18-1002
§ Â
        18-1002. Proper plaintiff.
Status: in_force

In a derivative action, the plaintiff must be a member or an assignee of a limited liability company interest at the time of bringing the action and:

(1) At the time of the transaction of which the plaintiff complains; or

(2) The plaintiff’s status as a member or an assignee of a limited liability company interest had devolved upon the plaintiff by operation of law or pursuant to the terms of a limited liability company agreement from a person who was a member or an assignee of a limited liability company interest at the time of the transaction.
6 Del. C. § 7-104 — Delaware Code / Title 6 / Article 7 / Part 1 / Section 7-104
§ Â
        7-104. Negotiable and nonnegotiable document of title.
Status: in_force

(a) Except as otherwise provided in subsection (c), a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person.

(b) A document of title other than one described in subsection (a) is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person.

(c) A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.
6 Del. C. § 3-416 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-416
§ Â
        3-416. Transfer warranties.
Status: in_force

(a) A person who transfers an instrument for consideration warrants to the transferee and, if the transfer is by indorsement, to any subsequent transferee that:

(1) The warrantor is a person entitled to enforce the instrument;

(2) All signatures on the instrument are authentic and authorized;

(3) The instrument has not been altered;

(4) The instrument is not subject to a defense or claim in recoupment of any party which can be asserted against the warrantor; and

(5) The warrantor has no knowledge of any insolvency proceeding commenced with respect to the maker or acceptor or, in the case of an unaccepted draft, the drawer.

(b) A person to whom the warranties under subsection (a) are made and who took the instrument in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, but not more than the amount of the instrument plus expenses and loss of interest incurred as a result of the breach.

(c) The warranties stated in subsection (a) cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within 30 days after the claimant has reason to know of the breach and the identity of the warrantor, the liability of the warrantor under subsection (b) is discharged to the extent of any loss caused by the delay in giving notice of the claim.

(d) A [cause of action] for breach of warranty under this section accrues when the claimant has reason to know of the breach.
6 Del. C. § 73-210 — Delaware Code / Title 6 / Chapter 73 / Subchapter II / Section 73-210
§ Â
        73-210. Unlawful representations concerning registration, notice filing or exemption.
Status: in_force

(a) Neither the fact that a notice filing under this chapter, an application for registration under this chapter, or a registration statement under this chapter has been filed, nor the fact that a person or security is effectively registered, constitutes a finding by the Director that any document filed under this chapter is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Director has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security, or transaction.

(b) It is unlawful to make, or cause to be made, to any prospective purchaser, customer, or client any representation inconsistent with subsection (a) of this section.
6 Del. C. § 2-310 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-310
§ Â
        2-310. Open time for payment or running of credit; authority to ship under reservation.
Status: in_force

Unless otherwise agreed

(a) payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and

(b) if the seller is authorized to send the goods he or she may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (Section 2-513); and

(c) if delivery is authorized and made by way of documents of title otherwise than by subsection (b) then payment is due regardless of where the goods are to be received (i) at the time and place at which the buyer is to receive delivery of the tangible documents or (ii) at the time the buyer is to receive delivery of the electronic documents and at the seller’s place of business or if none, the seller’s residence; and

(d) where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but post-dating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.
6 Del. C. § 2-706 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-706
§ Â
        2-706. Sellerâs resale including contract for resale.
Status: in_force

(1) Under the conditions stated in Section 2-703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this Article (Section 2-710), but less expenses saved in consequence of the buyer’s breach.

(2) Except as otherwise provided in subsection (3) or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.

(3) Where the resale is at private sale the seller must give the buyer reasonable notification of his or her intention to resell.

(4) Where the resale is at public sale

(a) only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and

(b) it must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and

(c) if the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and

(d) the seller may buy.

(5) A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.

(6) The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (Section 2-707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his or her security interest, as hereinafter defined (subsection (3) of Section 2-711).
6 Del. C. § 4705 — Delaware Code / Title 6 / Chapter 47 / Subchapter I / Section 4705
§ Â
        4705. Registration of transient retailers.
Status: in_force

In addition to obtaining the license referred to in § 4704 of this title, any transient retailer desiring to transact business in this State shall first register by filing an application with the Director of Revenue. The application shall state the following facts:

(1) The name and permanent address of the transient retailer making the application, and if the applicant is a firm or corporation, the name and address of the members of the firm or the officers of the corporation, as the case may be.

(2) If the applicant is a corporation, then there shall be stated on the application form the date of incorporation, the state of incorporation, and if the applicant is a corporation formed in a state other than the State of Delaware, the date on which such corporation qualified to transact business as a foreign corporation in the State of Delaware.

(3) A statement showing the kind of business proposed to be conducted, the length of time for which the applicant desires to transact such business and the location of such proposed place of business.

(4) A description of the types of goods, wares and merchandise to be offered for sale in this State.

(5) The name and permanent address of the transient retailer’s registered agent and office.
6 Del. C. § 2554 — Delaware Code / Title 6 / Chapter 25 / Subchapter V / Section 2554
§ Â
        2554. Franchisee worker classification.
Status: in_force

Individuals or entities who are parties to a franchise agreement as set out by the Federal Trade Commission shall not be deemed employees for purposes of Chapter 11 of Title 19.
6 Del. C. § 1208 — Delaware Code / Title 6 / Chapter 12 / Section 1208
§ Â
        1208. Employee protection.
Status: in_force

(a) Any employee, contractor, or agent shall be entitled to all relief necessary to make that employee, contractor, or agent whole, if that employee, contractor, or agent is discharged, demoted, suspended, threatened, harassed, or in any other manner discriminated against in the terms and conditions of employment because of lawful acts done by the employee, contractor, agent or associated others in furtherance of an action under this chapter or other efforts to stop 1 or more violations of this chapter.

Such relief shall include reinstatement with the same seniority status that employee, contractor, or agent would have had but for the discrimination, 2 times the amount of back pay, interest on the back pay, and compensation for any special damages sustained as a result of the discrimination, including litigation costs and reasonable attorneys’ fees. An action under this subsection may be brought in the Superior Court of the State of Delaware in and for the county where the violation is alleged to have occurred. A civil action under this subsection may not be brought more than 3 years after the date when the alleged retaliation occurred.

(b) It shall be the duty of every employer of more than 15 employees to post and maintain in a place accessible to its employees and where they normally pass a summary of this chapter upon request and without charge. Such summaries shall be provided by the Delaware Department of Justice to the Delaware Department of Labor for distribution. As an alternative to posting, such employer may establish written policies for all employees that provide an explanation of state and federal False Claims Act [this chapter and 31 U.S.C. § 3729 et seq.] provisions and a resource for obtaining additional information about the law.
6 Del. C. § 7-305 — Delaware Code / Title 6 / Article 7 / Part 3 / Section 7-305
§ Â
        7-305. Destination bills.
Status: in_force

(a) Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier, at the request of the consignor, may procure the bill to be issued at destination or at any other place designated in the request.

(b) Upon request of any person entitled as against a carrier to control the goods while in transit and on surrender of possession or control of any outstanding bill of lading or other receipt covering the goods, the issuer, subject to § 7-105, may procure a substitute bill to be issued at any place designated in the request.
6 Del. C. § 9-702 — Delaware Code / Title 6 / Article 9 / Part 7 / Section 9-702
§ Â
        9-702. Savings clause.
Status: in_force

(a) Pre-effective-date transactions or liens. — Except as otherwise provided in this part, this Act applies to a transaction or lien within its scope, even if the transaction or lien was entered into or created before this Act takes effect.

(b) Continuing validity. — Except as otherwise provided in subsection (c) and Sections 9-703 through 9-709:

(1) transactions and liens that were not governed by former Article 9 of the Uniform Commercial Code, were validly entered into or created before this Act takes effect, and would be subject to this Act if they had been entered into or created after this Act takes effect, and the rights, duties, and interests flowing from those transactions and liens remain valid after this Act takes effect; and

(2) the transactions and liens may be terminated, completed, consummated, and enforced as required or permitted by this Act or by the law that otherwise would apply if this Act had not taken effect.

(c) Pre-effective-date proceedings. — This Act does not affect an action, case, or proceeding commenced before this Act takes effect.
6 Del. C. § 2501 — Delaware Code / Title 6 / Chapter 25 / Subchapter I / Section 2501
§ Â
        2501. Falsely advertising goods as property of an insolvent or as damaged.
Status: in_force

No person engaged in the sale of any goods, wares or merchandise within the State shall publicly and falsely, and with intent to deceive the general buying public, advertise or otherwise represent that the goods, wares or merchandise are or were either in whole or in part the property of any insolvent or bankrupt or the assignee of any insolvent or bankrupt, or that such goods, wares or merchandise were either in whole or in part damaged by fire or accident of any kind.
6 Del. C. § 9-624 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-624
§ Â
        9-624. Waiver.
Status: in_force

(a) Waiver of disposition notification. —

A debtor or secondary obligor may waive the right to notification of disposition of collateral under Section 9-611 only by an agreement to that effect entered into and signed after default.

(b) Waiver of mandatory disposition. —

A debtor may waive the right to require disposition of collateral under Section 9-620(e) only by an agreement to that effect entered into and signed after default.

(c) Waiver of redemption right. —

Except in a consumer-goods transaction, a debtor or secondary obligor may waive the right to redeem collateral under Section 9-623 only by an agreement to that effect entered into and signed after default.
6 Del. C. § 2A-505 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-505
§ Â
        2A-505. Cancellation and termination and effect of cancellation, termination, rescission, or fraud on rights and remedies.
Status: in_force

(1) On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior default or performance survives, and the cancelling party also retains any remedy for default of the whole lease contract or any unperformed balance.

(2) On termination of the lease contract, all obligations that are still executory on both sides are discharged but any right based on prior default or performance survives.

(3) Unless the contrary intention clearly appears, expressions of “cancellation,” “rescission,” or the like of the lease contract may not be construed as a renunciation or discharge of any claim in damages for an antecedent default.

(4) Rights and remedies for material misrepresentation or fraud include all rights and remedies available under this Article for default.

(5) Neither rescission nor a claim for rescission of the lease contract nor rejection or return of the goods may bar or be deemed inconsistent with a claim for damages or other right or remedy.
6 Del. C. § 18-506 — Delaware Code / Title 6 / Chapter 18 / Subchapter V / Section 18-506
§ Â
        18-506. Irrevocability of subscription.
Status: in_force

For all purposes of the laws of the State of Delaware, a subscription for a limited liability company interest, whether submitted in writing, by means of electronic transmission, or as otherwise permitted by applicable law, is irrevocable if the subscription states that it is irrevocable to the extent provided by the terms of the subscription.
6 Del. C. § 7-307 — Delaware Code / Title 6 / Article 7 / Part 3 / Section 7-307
§ Â
        7-307. Lien of carrier.
Status: in_force

(a) A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of the carrier’s receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale pursuant to law. However, against a purchaser for value of a negotiable bill of lading, a carrier’s lien is limited to charges stated in the bill or the applicable tariffs or, if no charges are stated, a reasonable charge.

(b) A lien for charges and expenses under subsection (a) on goods that the carrier was required by law to receive for transportation is effective against the consignor or any person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to those charges and expenses. Any other lien under subsection (a) is effective against the consignor and any person that permitted the bailor to have control or possession of the goods unless the carrier had notice that the bailor lacked authority.

(c) A carrier loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.
6 Del. C. § 17-607 — Delaware Code / Title 6 / Chapter 17 / Subchapter VI / Section 17-607
§ Â
        17-607. Limitations on distribution.
Status: in_force

(a) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the limited partnership, exceed the fair value of the assets of the limited partnership, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection (a), the term “distribution” shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.

(b) A limited partner who receives a distribution in violation of subsection (a) of this section, and who knew at the time of the distribution that the distribution violated subsection (a) of this section, shall be liable to the limited partnership for the amount of the distribution. A limited partner who receives a distribution in violation of subsection (a) of this section, and who did not know at the time of the distribution that the distribution violated subsection (a) of this section, shall not be liable for the amount of the distribution. Subject to subsection (c) of this section, this subsection shall not affect any obligation or liability of a limited partner under an agreement or other applicable law for the amount of a distribution.

(c) Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of 3 years from the date of the distribution.
6 Del. C. § 7706 — Delaware Code / Title 6 / Chapter 77 / Section 7706
§ Â
        7706. Filing fee.
Status: in_force

No certificate accepting ADR or revoking ADR shall be filed unless it shall be accompanied by the payment of $1,000 to the State, except that the filing fee shall be $100 for every corporation, limited partnership, statutory trust, limited liability company or other entity organized under the laws of the State.
6 Del. C. § 7502 — Delaware Code / Title 6 / Chapter 75 / Section 7502
§ Â
        7502. Federal grants.
Status: in_force

All public and private corporations shall have the power to apply to the proper authorities of the United States government for a grant, and when such a grant is issued, to establish and operate foreign trade zones under the Foreign Trade Zones Act of 1934, as amended, on July 20, 1977.
6 Del. C. § 2-710 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-710
§ Â
        2-710. Sellerâs incidental damages.
Status: in_force

Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer’s breach, in connection with return or resale of the goods or otherwise resulting from the breach.
6 Del. C. § 9-511 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-511
§ Â
        9-511. Secured party of record.
Status: in_force

(a) Secured party of record. — A secured party of record with respect to a financing statement is a person whose name is provided as the name of the secured party or a representative of the secured party in an initial financing statement that has been filed. If an initial financing statement is filed under Section 9-514(a), the assignee named in the initial financing statement is the secured party of record with respect to the financing statement.

(b) Amendment naming secured party of record. — If an amendment of a financing statement which provides the name of a person as a secured party or a representative of a secured party is filed, the person named in the amendment is a secured party of record. If an amendment is filed under Section 9-514(b), the assignee named in the amendment is a secured party of record.

(c) Amendment deleting secured party of record. — A person remains a secured party of record until the filing of an amendment of the financing statement which deletes the person.
6 Del. C. § 2524 — Delaware Code / Title 6 / Chapter 25 / Subchapter II / Section 2524
§ Â
        2524. Appointment of receiver; powers; damages; administration of estate; jurisdiction.
Status: in_force

(a) If it should appear to the Court of Chancery after a hearing, that a receiver should be appointed in cases of substantial and wilful violations of the provisions of this subchapter, the Court may appoint such receiver.

(b) The receiver shall have the power to sue for, collect, receive and take possession of all the goods and chattels, rights and credits, moneys and effects, lands and tenements, books, records, documents, papers, choses in action, bills, notes and property of every description, acquired by means of any practice declared to be unlawful by this subchapter, including property with which such property has been mingled if it cannot be identified in kind because of such commingling, and to sell, convey, and assign the same and hold and dispose of the proceeds thereof under the direction of the Court.

(c) Any person who has suffered damages as a result of the use or employment of any such unlawful acts or practices and submits proof to the satisfaction of the Court that that person has in fact been damaged, may participate with general creditors in the distribution of the assets to the extent of out-of-pocket losses.

(d) The receiver shall settle the estate and distribute the assets under the direction of the Court.

(e) The Court shall have jurisdiction of all questions arising in such proceedings and may make such orders and judgments therein as may be required.
6 Del. C. § 4906A — Delaware Code / Title 6 / Chapter 49A / Section 4906A
§ Â
        4906A. Replaced parts â Requirement for return to the customer.
Status: in_force

An automotive repair facility shall offer to return all replaced parts to the customer or a person acting on his or her behalf, except parts which are returned to a manufacturer or distributor, hazardous materials or other items which the automotive repair facility is otherwise required to properly dispose of or recycle. Nothing herein shall require the auto repair facility to retain replaced parts after final invoice.
6 Del. C. § 3101 — Delaware Code / Title 6 / Chapter 31 / Section 3101
§ Â
        3101. Use and registration of trade names or titles.
Status: in_force

No person, firm or association shall engage in, prosecute or transact any business within the limits of this State, by using any trade name or title which does not disclose the legal name of such person, or in case of a firm or association, the legal name of each and every person comprising the firm or association without, in addition to what is otherwise required by the laws of this State, first filing a certificate under the hand of such person or, in case of a firm or association, under the hand of 1 of the members of the firm or association, with the Division of Revenue, designating the trade name or title and the legal name of such person, or, in case of a firm or association, the legal name of each and every member comprising the firm or association. All certificates shall show the date when the partnership or association was organized, to which certificates there shall be attached the affidavit of the person signing it to the effect that the facts therein stated are true and correct.
6 Del. C. § 2572A — Delaware Code / Title 6 / Chapter 25 / Subchapter VII / Section 2572A
§ Â
        2572A. Radon testing and disclosure.
Status: in_force

(a) Except as excluded by § 2577 of this title, every purchaser of any interest in residential real property on which a residential dwelling exists shall be notified that said property may present the potential for exposure to radon.

(b) Except as excluded by § 2577 of this title, the seller of any interest in residential real property on which a residential dwelling exists is required to provide the buyer with any information on radon from tests or inspections in the seller’s possession, and notify the buyer of any known radon hazards.

(c) The Department of Health and Social Services shall develop the content of written information that the selling broker shall provide to the buyer of any interest in residential real property on which a residential dwelling exists. The information shall describe potential hazards of exposure to radon, testing for radon and radon remediation.

(d) The Delaware Real Estate Commission shall develop a form that will document that subsections (a), (b) and (c) of this section have occurred. The form shall be utilized for every transfer of residential real property as described in this section and shall include:

(1) The property address;

(2) The seller’s disclosure of the presence of radon hazards, if known;

(3) The buyer’s acknowledgement that information about radon was received;

(4) The buyer’s acknowledgement of that buyer’s option to test for radon;

(5) The seller’s acknowledgement that the seller has been informed of the seller’s obligation and is aware of that seller’s responsibility to ensure compliance with this section; and

(6) Signatures of the buyer and seller attesting to the above and the date so signed.
6 Del. C. § 4724 — Delaware Code / Title 6 / Chapter 47 / Subchapter II / Section 4724
§ Â
        4724. Unlawful trade in new and unused property; exceptions.
Status: in_force

The provisions of this subchapter shall not apply to:

(1) Any event which is organized for the exclusive benefit of any community chest, fund, foundation, association or corporation organized and operated for religious, educational or charitable purposes, provided that no part of any admission fee or parking fee charged vendors or prospective purchasers or the gross receipts or net earnings from the sale or exchange of personal property, whether in the form of a percentage of the receipts or earnings, as salary, or otherwise, inures to the benefit of any private shareholder or person participating in the organization or conduct of the event;

(2) Any event at which all of the personal property offered for sale or displayed is new, and all persons, selling, exchanging or offering or displaying personal property for sale or exchange, are manufacturers or authorized representatives of manufacturers or distributors;

(3) The sale of a motor vehicle or trailer that is required to be registered or is subject to the certificate of title laws of this State;

(4) The sale of wood for fuel, ice or livestock;

(5) Business conducted in any industry or association trade show;

(6) Property, although never used, whose style, packaging or material clearly indicates that such property was not produced or manufactured within recent times;

(7) Anyone who sells by sample, catalog or brochure for future delivery;

(8) The sale of arts or crafts by a person who produces such arts or crafts;

(9) The sale of new and unused property claimed to be the personal possession of the unused property merchant which had been intended for the merchant’s personal use; provided, however, that this exception shall not apply to any item of personal property that is 1 of 4 or more identical items that the unused property merchant possesses or offers for sale; or

(10) Persons who make sales presentations pursuant to a prior, individualized invitation issued to the consumer by the owner or legal occupant of the premises.
6 Del. C. § 15-404 — Delaware Code / Title 6 / Chapter 15 / Subchapter IV / Section 15-404
§ Â
        15-404. General standards of partnerâs conduct.
Status: in_force

(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section.

(b) A partner’s duty of loyalty to the partnership and the other partners is limited to the following:

(1) To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct or winding up of the partnership business or affairs or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;

(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business or affairs as or on behalf of a party having an interest adverse to the partnership; and

(3) To refrain from competing with the partnership in the conduct of the partnership business or affairs before the dissolution of the partnership.

(c) A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business or affairs is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(d) A partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the partner’s conduct furthers the partner’s own interest.

(e) A partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more specific obligations of, provide collateral for and transact other business with, the partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.

(f) This section applies to a person winding up the partnership business or affairs as the personal or legal representative of the last surviving partner as if the person were a partner.
6 Del. C. § 2703 — Delaware Code / Title 6 / Chapter 27 / Subchapter I / Section 2703
§ Â
        2703. Construction with Chapter 1.
Status: in_force

If any of the provisions of this subchapter are in conflict or inconsistent with any of the provisions of Chapter 1 of this title, such provisions of Chapter 1 of this title shall govern.
6 Del. C. § 2A-528 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-528
§ Â
        2A-528. Lessorâs damages for non-acceptance, failure to pay, repudiation, or other default.
Status: in_force

(1) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 2A-504) or otherwise determined pursuant to agreement of the parties (Section 1-302 and Section 2A-503), if a lessor elects to retain the goods or a lessor elects to dispose of the goods and the disposition is by lease agreement that for any reason does not qualify for treatment under Section 2A-527(2), or is by sale or otherwise, the lessor may recover from the lessee as damages for a default of the type described in Section 2A-523(1) or 2A-523(3)(a), or, if agreed, for other default of the lessee, (i) accrued and unpaid rent as of the date of default if the lessee has never taken possession of the goods, or, if the lessee has taken possession of the goods, as of the date the lessor repossesses the goods or an earlier date on which the lessee makes a tender of the goods to the lessor, (ii) the present value as of the date determined under clause (i) of the total rent for the then remaining lease term of the original lease agreement minus the present value as of the same date of the market rent at the place where the goods are located computed for the same lease term, and (iii) any incidental damages allowed under Section 2A-530, less expenses saved in consequence of the lessee’s default.

(2) If the measure of damages provided in subsection (1) is inadequate to put a lessor in as good a position as performance would have, the measure of damages is the present value of the profit, including reasonable overhead, the lessor would have made from full performance by the lessee, together with any incidental damages allowed under Section 2A-530, due allowance for costs reasonably incurred and due credit for payments or proceeds of disposition.
6 Del. C. § 2503F — Delaware Code / Title 6 / Chapter 25F / Section 2503F
§ Â
        2503F. Application.
Status: in_force

This section does not apply to any of the following:

(1) a. Any discount, payment, remuneration, waiver of payment, or payment practice not prohibited by § 1128B of the Social Security Act, 42 U.S.C. § 1320a-7b, and its implementing regulations, 42 C.F.R § 1001.

b. This paragraph (1) includes a patient, claim, or benefit under a federal health care program, as defined under § 1128B(f) the Social Security Act, 42 U.S.C. § 1320a-7b(f), or a federal health benefit plan.

(2) Any payment, compensation, or financial arrangement within a group practice, if the payment, compensation, or arrangement is not to or from a person who is not a member of the group practice.

(3) Payments to a health-care provider or health-care facility for professional consultation services.

(4) Commissions, fees, or other remuneration lawfully paid to insurance agents as provided under Title 18.

(5) Payments by a carrier who reimburses, provides, offers to provide, or administers health, mental health, or substance abuse goods or services under a health benefit plan.

(6) Payments to or by a health-care provider or health-care facility, or a health-care provider network entity, that has contracted with a carrier, a health-care purchasing group, Medicare, or Medicaid to provide health, metal health, or substance abuse goods or services under a health benefit plan when such payments are for goods or services under the plan.

(7) Payments by a health-care provider or health-care facility to a health, mental health, or substance abuse information service that provides information upon request and without charge to consumers about providers of health-care goods or services to enable consumers to select appropriate providers or facilities, provided that the information service meets all of the following criteria:

a. Does not attempt through its standard questions for solicitation of consumer criteria or through any other means to steer or lead a consumer to select or consider selection of a particular health-care provider or health-care facility.

b. Does not provide or represent itself as providing diagnostic or counseling services or assessments of illness or injury and does not make any promises of cure or guarantees of treatment.

c. Does not provide or arrange for transportation of a consumer to or from the location of a health-care provider or health-care facility.

d. Charges and collects fees from a health-care provider or health-care facility participating in its services that are set in advance, are consistent with the fair market value for those information services, and are not based on the potential value of a patient or patients to a health-care provider or health-care facility or of the goods or services provided by the health-care provider or health-care facility.

(8) An individual employed by the assisted living facility, or with whom the facility contracts to provide marketing services for the facility, if the individual clearly indicates that they work with or for the facility.

(9) Payments by an assisted living facility to a referral service that provides information, consultation, or referrals to consumers to assist them in finding appropriate care or housing options for seniors or disabled adults if the referred consumers are not Medicaid recipients.

(10) A resident of an assisted living facility who refers a friend, family member, or other individual with whom the resident has a personal relationship to the assisted living facility, in which case the assisted living facility may provide a monetary reward to the resident for making such referral.

(11) Payments to a health-care provider or health-care facility under the requirements of a contract with the State to provide assistance to individuals with mental health conditions or substance use disorders in identifying and obtaining resources to pay for treatment, including clinical and related services for an individual with a mental health condition or substance use disorder.
6 Del. C. § 9-339 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-339
§ Â
        9-339. Priority subject to subordination.
Status: in_force

This Article does not preclude subordination by agreement by a person entitled to priority.
6 Del. C. § 2-722 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-722
§ Â
        2-722. Who can sue third parties for injury to goods.
Status: in_force

Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract

(a) a right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;

(b) if at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his or her suit or settlement is subject to his or her own interest, as a fiduciary for the other party to the contract;

(c) either party may with the consent of the other sue for the benefit of whom it may concern.
6 Del. C. § 3-107 — Delaware Code / Title 6 / Article 3 / Part 1 / Section 3-107
§ Â
        3-107. Instrument payable in foreign money.
Status: in_force

Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.
6 Del. C. § 2519 — Delaware Code / Title 6 / Chapter 25 / Subchapter II / Section 2519
§ Â
        2519. Service of demand.
Status: in_force

Service of any demand by the Attorney General under § 2514 of this title shall be made personally within this State, if the person can be found therein; but if such service cannot be made, substituted service may be made in the following manner:

(1) Personal service outside of this State; or

(2) The mailing by registered mail to the last known place of business, residence or abode within or without this State of the person to whom such demand is directed; or

(3) As to any person other than a natural person, in the manner provided in § 321 or §§ 371 to 385 of Title 8 and in the manner provided in the procedural rules of the court authorizing the issuance of the demand; or

(4) Such service as the Court may direct in lieu of personal service within this State.
6 Del. C. § 15-406 — Delaware Code / Title 6 / Chapter 15 / Subchapter IV / Section 15-406
§ Â
        15-406. Continuation of partnership beyond definite term or particular undertaking.
Status: in_force

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(b) If the partners, or those of them who habitually acted in the business or affairs during the term or undertaking, continue the business or affairs without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
6 Del. C. § 5-101 — Delaware Code / Title 6 / Article 5 / Section 5-101
§ Â
        5-101. Short title.
Status: in_force

This Article may be cited as Uniform Commercial Code — Letters of Credit.
6 Del. C. § 9-308 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-308
§ Â
        9-308. When security interest or agricultural lien is perfected; continuity of perfection.
Status: in_force

(a) Perfection of security interest. — Except as otherwise provided in this section and Section 9-309, a security interest is perfected if it has attached and all of the applicable requirements for perfection in Sections 9-310 through 9-316 have been satisfied. A security interest is perfected when it attaches if the applicable requirements are satisfied before the security interest attaches.

(b) Perfection of agricultural lien. — An agricultural lien is perfected if it has become effective and all of the applicable requirements for perfection in Section 9-310 have been satisfied. An agricultural lien is perfected when it becomes effective if the applicable requirements are satisfied before the agricultural lien becomes effective.

(c) Continuous perfection; perfection by different methods. — A security interest or agricultural lien is perfected continuously if it is originally perfected by one method under this Article and is later perfected by another method under this Article, without an intermediate period when it was unperfected.

(d) Supporting obligation. — Perfection of a security interest in collateral also perfects a security interest in a supporting obligation for the collateral.

(e) Lien securing right to payment. — Perfection of a security interest in a right to payment or performance also perfects a security interest in a security interest, mortgage, or other lien on personal or real property securing the right.

(f) Security entitlement carried in securities account. — Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.

(g) Commodity contract carried in commodity account. — Perfection of a security interest in a commodity account also perfects a security interest in the commodity contracts carried in the commodity account.
6 Del. C. § 4A-501 — Delaware Code / Title 6 / Article 4A / Part 5 / Section 4A-501
§ Â
        4A-501. Variation by agreement and effect of funds-transfer system rule.
Status: in_force

(a) Except as otherwise provided in this Article, the rights and obligations of a party to a funds transfer may be varied by agreement of the affected party.

(b) “Funds-transfer system rule” means a rule of an association of banks (i) governing transmission of payment orders by means of a funds-transfer system of the association or rights and obligations with respect to those orders, or (ii) to the extent the rule governs rights and obligations between banks that are parties to a funds transfer in which a Federal Reserve Bank, acting as an intermediary bank, sends a payment order to the beneficiary’s bank. Except as otherwise provided in this Article, a funds-transfer system rule governing rights and obligations between participating banks using the system may be effective even if the rule conflicts with this Article and indirectly affects another party to the funds transfer who does not consent to the rule. A funds-transfer system rule may also govern rights and obligations of parties other than participating banks using the system to the extent stated in Sections 4A-404(c), 4A-405(d), and 4A-507(c).
6 Del. C. § 8-208 — Delaware Code / Title 6 / Article 8 / Part 2 / Section 8-208
§ Â
        8-208. Effect of signature of authenticating trustee, registrar, or transfer agent.
Status: in_force

(a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:

(1) the certificate is genuine;

(2) the person’s own participation in the issue of the security is within the person’s capacity and within the scope of the authority received by the person from the issuer; and

(3) the person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.

(b) Unless otherwise agreed, a person signing under subsection (a) does not assume responsibility for the validity of the security in other respects.
6 Del. C. § 3-301 — Delaware Code / Title 6 / Article 3 / Part 3 / Section 3-301
§ Â
        3-301. Person entitled to enforce instrument.
Status: in_force

“Person entitled to enforce” an instrument means (i) the holder of the instrument, (ii) a nonholder in possession of the instrument who has the rights of a holder, or (iii) a person not in possession of the instrument who is entitled to enforce the instrument pursuant to Section 3-309 or 3-418(d). A person may be a person entitled to enforce the instrument even though the person is not the owner of the instrument or is in wrongful possession of the instrument.
6 Del. C. § 18-1003 — Delaware Code / Title 6 / Chapter 18 / Subchapter X / Section 18-1003
§ Â
        18-1003. Complaint.
Status: in_force

In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member or the reasons for not making the effort.
6 Del. C. § 5004E — Delaware Code / Title 6 / Chapter 50E / Section 5004E
§ Â
        5004E. Reporting entity status â Renewal statement.
Status: in_force

(a) A renewal statement shall be submitted to the Secretary of State between October 1 and December 31 of each year. A reporting entity shall become a nonreporting entity on January 1 of the following year if the reporting entity shall have failed to submit the renewal statement to the Secretary of State in accordance with this chapter without the need for further action by the Secretary of State. A reporting entity’s renewal statement shall:

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

(2) Acknowledge that, for the most recent reporting period for which a report was required to be made available on or prior to October 1, if any, a report was made available on the website in accordance with this chapter within the time period provided for in § 5003E(4)c. of this title;

(3) Provide an internet link to the report for the most recent reporting period, if any, on the website and

(4) Be acknowledged by an authorized person.

(b) No standards statement shall be accepted by the Secretary of State for an entity if it has become a nonreporting entity pursuant to subsection (a) of this section within the prior year.

(c) On or before September 1 of each year, the Secretary of State shall mail to each reporting entity at its address as specified in § 5003E(5) of this title, a notice specifying that the renewal statement together with applicable fees shall be due on October 1 of the current year and stating that the reporting entity shall become a nonreporting entity on January 1 of the following year if such renewal statement is not filed.
6 Del. C. § 8-109 — Delaware Code / Title 6 / Article 8 / Part 1 / Section 8-109
§ Â
        8-109. Warranties in indirect holding.
Status: in_force

(a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:

(1) the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and

(2) there is no adverse claim to the security entitlement.

(b) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in Section 8-108(a) or (b).

(c) If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in Section 8-108(a) or (b).
6 Del. C. § 4327 — Delaware Code / Title 6 / Chapter 43 / Subchapter VII / Section 4327
§ Â
        4327. Addition of subsequent purchases to contract.
Status: in_force

A retail installment contract which otherwise conforms to the requirements of this chapter, may contain the provision that the seller may at the seller’s option add subsequent purchases made by the buyer to the contract, and that the total price of the goods or services covered by the contract shall be increased by the price of such additional goods or services, and that all service charges and installment payments may, at the seller’s option, be increased proportionately, and that all terms and conditions of the contract shall apply equally to such additional goods or services. The contract may also provide that the goods purchased under the previous contract or contracts shall be security for the goods purchased under the subsequent contract but only until such time as the time sale price under the previous contract or contracts is fully paid.
6 Del. C. § 2A-301 — Delaware Code / Title 6 / Article 2A / Part 3 / Section 2A-301
§ Â
        2A-301. Enforceability of lease contract.
Status: in_force

Except as otherwise provided in this Article, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods and against creditors of the parties.
6 Del. C. § 2A-217 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-217
§ Â
        2A-217. Identification.
Status: in_force

Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs:

(a) When the lease contract is made if the lease contract is for a lease of goods that are existing and identified;

(b) When the goods are shipped, marked, or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or

(c) When the young are conceived, if the lease contract is for a lease of unborn young of animals.
6 Del. C. § 7-102 — Delaware Code / Title 6 / Article 7 / Part 1 / Section 7-102
§ Â
        7-102. Definitions and index of definitions.
Status: reserved

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

(1) “Bailee” means a person that by a warehouse receipt, bill of lading, or other document of title acknowledges possession of goods and contracts to deliver them.

(2) “Carrier” means a person that issues a bill of lading.

(3) “Consignee” means a person named in a bill of lading to which or to whose order the bill promises delivery.

(4) “Consignor” means a person named in a bill of lading as the person from which the goods have been received for shipment.

(5) “Delivery order” means a record that contains an order to deliver goods directed to a warehouse, carrier, or other person that in the ordinary course of business issues warehouse receipts or bills of lading.

(6) [Reserved.]

(7) “Goods” means all things that are treated as movable for the purposes of a contract for storage or transportation.

(8) “Issuer” means a bailee that issues a document of title or, in the case of an unaccepted delivery order, the person that orders the possessor of goods to deliver. The term includes a person for which an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer did not receive any goods, the goods were misdescribed, or in any other respect the agent or employee violated the issuer’s instructions.

(9) “Person entitled under the document” means the holder, in the case of a negotiable document of title, or the person to which delivery of the goods is to be made by the terms of, or pursuant to instructions in a record under, a nonnegotiable document of title.

(10) [Reserved.]

(11) [Reserved.]

(12) “Shipper” means a person that enters into a contract of transportation with a carrier.

(13) “Warehouse” means a person engaged in the business of storing goods for hire.

(b) Definitions in other articles applying to this article and the sections in which they appear are:

(1) “Contract for sale”, § 2-106.

(2) “Lessee in the ordinary course of business”, § 2A-103.

(3) “Receipt” of goods, § 2-103.

(c) In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this article.
6 Del. C. § 15-1205 — Delaware Code / Title 6 / Chapter 15 / Subchapter XII / Section 15-1205
§ Â
        15-1205. Repeals.
Status: repealed

Except with respect to limited partnerships (see 6 Del. C. § 17-1105), effective January 1, 2002, the Delaware Uniform Partnership Law, 6 Del. C. §§ 1501-1553 is repealed.
6 Del. C. § 1-206 — Delaware Code / Title 6 / Article 1 / Part 2 / Section 1-206
§ Â
        1-206. Presumptions.
Status: in_force

Whenever the Uniform Commercial Code creates a “presumption” with respect to a fact, or provides that a fact is “presumed,” the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.
6 Del. C. § 4723 — Delaware Code / Title 6 / Chapter 47 / Subchapter II / Section 4723
§ Â
        4723. Unlawful trade in new and unused property; penalties.
Status: in_force

(a) Any person who violates the provisions of this subchapter shall, in addition to any other crimes or violations contained in this Code, be guilty of the unlawful trade in new and unused property and shall, in addition to any other penalty provided for in any other provision of this Code:

(1) For the first offense, be guilty of a class B misdemeanor;

(2) For a second offense, be guilty of a class A misdemeanor; and

(3) For a third or subsequent offense, be guilty of a class G Felony.

(b) The Superior Court shall have original jurisdiction over all violations of this subchapter.
6 Del. C. § 2407C — Delaware Code / Title 6 / Chapter 24C / Section 2407C
§ Â
        2407C. Required disclosures.
Status: in_force

Any commercial communication by a mortgage loan modification services provider shall include the following statements in a clear and prominent format:

(1) “(Name of Company) is not associated with the government, and our service is not approved by the government or your lender.”

(2) “Even if you accept this offer and use our service, your lender may not agree to change your loan.”

(3) “You may stop doing business with us at any time. You may accept or reject any offer of mortgage modification we may obtain from your lender or servicer. If you reject the offer, you do not have to pay us.”
6 Del. C. § 17-1104 — Delaware Code / Title 6 / Chapter 17 / Subchapter XI / Section 17-1104
§ Â
        17-1104. Effective date and extended effective date.
Status: repealed

(a) All limited partnerships formed on or after January 1, 1983, the “effective date,” shall be governed by this chapter.

(b) Except as provided in subsections (e) and (f) of this section, all limited partnerships formed on or after July 1, 1973, and prior to the effective date, under Chapter 17 of this title as hereby repealed, shall continue to be governed by that chapter until January 1, 1985, the “extended effective date,” at which time such limited partnerships shall be governed by this chapter.

(c) Except as provided in subsection (e) of this section, a limited partnership formed prior to July 1, 1973, shall continue to be governed by Chapter 17 of this title in effect prior to the adoption of Chapter 17 of this title as hereby repealed, except that such limited partnership shall not be renewed except under this chapter.

(d) Except as provided in subsection (e) of this section, subchapter IX of this chapter, dealing with foreign limited partnerships, is not effective until the extended effective date.

(e) Any limited partnership formed prior to the effective date, and any foreign limited partnership, may elect to be governed by this chapter before the extended effective date by filing with the Secretary of State a certificate of limited partnership or an application for registration as a foreign limited partnership which complies with this chapter or a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter and which specifically states that it is electing to be so bound.

(f) With respect to a limited partnership formed on or after July 1, 1973, and prior to the effective date:

(1) On and after the extended effective date, such limited partnership need not file with the Secretary of State a certificate of amendment which would cause its certificate of limited partnership to comply with this chapter until the occurrence of an event which, under this chapter, requires the filing of a certificate of amendment;

(2) Sections 17-501 and 17-502 of this title shall apply only to contributions and distributions made after the effective date; and

(3) Section 17-704 of this title shall apply only to assignments made after the effective date.
6 Del. C. § 3304 — Delaware Code / Title 6 / Chapter 33 / Section 3304
§ Â
        3304. Application for registration.
Status: in_force

(a) Subject to the limitations set forth in this chapter, any person who adopts and uses a mark in this State may file in the office of the Secretary of State, on a form to be furnished by the Secretary of State, an application for registration of that mark setting forth, but not limited to, the following information:

(1) The name and business address of the person applying for such registration, and if a corporation, the state of incorporation;

(2) The goods or services in connection with which the mark is used, the mode or manner in which the mark is used in connection with such goods or services and the class in which such goods or services fall;

(3) The date when the mark was first used anywhere, and the date when it was first used in this State by the applicant or the applicant’s predecessor in business; and

(4) A statement that the applicant is the owner of the mark and that no other person has the right to use such mark in this State, either in the identical form thereof or in such near resemblance thereto, as might be calculated to deceive or to be mistaken therefor.

(b) The application shall be signed and verified by the applicant, by a member of the firm or by an officer of the corporation or association applying therefor. The application shall be accompanied by a specimen or facsimile of such mark in duplicate. The application for registration shall be accompanied by a filing fee of $25 payable to the Secretary of State.
6 Del. C. § 18-210 — Delaware Code / Title 6 / Chapter 18 / Subchapter II / Section 18-210
§ Â
        18-210. No statutory appraisal rights.
Status: in_force

Unless otherwise provided in a limited liability company 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 limited liability company interest or another interest in a limited liability company, including in connection with any amendment of a limited liability company agreement, any merger or consolidation in which the limited liability company or a registered series of the limited liability company is a constituent party to the merger or consolidation, any division of the limited liability company, any conversion of the limited liability company to another business form, any conversion of a protected series of the limited liability company to a registered series of such limited liability company, any conversion of a registered series of the limited liability company to a protected series of such limited liability company, any transfer to or domestication or continuance in any jurisdiction by the limited liability company, or the sale of all or substantially all of the limited liability company’s assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any appraisal rights provided in a limited liability company agreement or an agreement of merger or consolidation or a plan of merger or a plan of division.
6 Del. C. § 2571 — Delaware Code / Title 6 / Chapter 25 / Subchapter VII / Section 2571
§ Â
        2571. Definitions.
Status: in_force

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

(1) “Agent” means any individual, partnership, corporation or trustee defined as a broker in § 2901 of Title 24, acting on behalf of a seller or buyer of residential real property.

(2) “Buyer” means any individual, partnership, corporation or trustee purchasing any estate or interest in real property.

(3) “Final settlement” means the time at which the parties have signed and delivered all papers and consideration to convey title to the estate or interest in residential real property being conveyed.

(4) “Residential real property” means any estate or interest in a manufactured housing lot or real property, improved by dwelling units for 1-4 families.

(5) “Seller” means any individual, partnership, corporation or trustee transferring residential real property.

(6) “Subagent” means any individual, partnership, corporation or trustee defined as a broker or sales person in § 2901 of Title 24 acting on behalf of an agent.
6 Del. C. § 2406A — Delaware Code / Title 6 / Chapter 24A / Section 2406A
§ Â
        2406A. Application for license â Required information.
Status: in_force

An application for a license must be signed under oath and include:

(1) The applicant’s name, principal business address and telephone number, and all other business addresses in this State, electronic-mail addresses, and Internet website addresses;

(2) The name and address of the applicant’s registered agent in this State;

(3) All names under which the applicant conducts business;

(4) The address of each location in this State at which the applicant will provide debt-management services or a statement that the applicant will have no such location;

(5) The name and home address of each officer and director of the applicant and each person that owns at least 10 percent of the applicant;

(6) Identification of every jurisdiction in which, during the 5 years immediately preceding the application:

(A) The applicant or any of its officers or directors has been licensed or registered to provide debt-management services; or

(B) Individuals have resided when they received debt-management services from the applicant;

(7) A statement describing, to the extent it is known or should be known by the applicant, any material civil or criminal judgment or litigation and any material administrative or enforcement action by a governmental agency in any jurisdiction against the applicant, any of its officers, directors, owners, or agents, or any person who is authorized to have access to the trust account required by § 2422A of this title;

(8) At minimum, an audited review by a certified accountant of the applicant’s financial statements, for each of the 2 years immediately preceding the application or, if it has not been in operation for the 2 years preceding the application, for the period of its existence;

(9) Evidence of accreditation by an independent accrediting organization approved by the Attorney General;

(10) Evidence that, within 12 months after initial employment, each of the applicant’s counselors becomes certified as a certified counselor;

(11) A description of the 3 most commonly used educational programs that the applicant provides or intends to provide to individuals who reside in this State and a copy of any materials used or to be used in those programs;

(12) A description of the applicant’s financial analysis and initial budget plan, including any form or electronic model, used to evaluate the financial condition of individuals;

(13) A copy of each form of agreement that the applicant will use with individuals who reside in this State;

(14) The schedule of fees and charges that the applicant will use with individuals who reside in this State;

(15) At the applicant’s expense, the results of a national criminal history record check, including fingerprints, provided pursuant to the Federal Bureau of Investigation appropriation of Title II of Public Law 92-544 (28 U.S.C. § 534) conducted within the immediately preceding 12 months, covering every officer of the applicant and every employee or agent who is authorized to have access to the trust account required by § 2422A of this title.

(16) The names and addresses of all employers of each director during the 5 years immediately preceding the application;

(17) A description of any ownership interest of at least 10 percent by a director, owner, or employee of the applicant in:

(A) Any affiliate of the applicant; or

(B) Any entity that provides products or services to the applicant or any individual relating to the applicant’s debt-management services;

(18) If a provider has organized as a not for profit entity or has obtained tax exempt status under the Federal Internal Revenue Code, 26 U.S.C. § 501 as amended a statement of the amount of compensation of the applicant’s 5 most highly compensated employees for each of the 3 years immediately preceding the application or, if it has not been in operation for the 3 years preceding the application, for the period of its existence; and

(19) The identity of each director who is an affiliate, as defined in § 2402A(1)(A) or (1)(B)(i), (1)(B)(ii), (1)(B)(iv), (1)(B)(v), (1)(B)(vi), or (1)(B)(vii) of this title, of the applicant; and

(20) Any other information that the Attorney General reasonably requires to perform the Attorney General’s duties under this chapter.
6 Del. C. § 4008 — Delaware Code / Title 6 / Chapter 40 / Section 4008
§ Â
        4008. Contested cases.
Status: in_force

(a) In the event that a seller disputes a purchaser’s entitlement to a remedy under this chapter, the seller may, except in the case of the animal’s death, have the dog examined by a licensed veterinarian designated by the seller. The cost of such examination shall be borne by the seller.

(b) If, following examination of the animal by the seller’s chosen veterinarian, the purchaser and the seller are unable to reach an agreement within 10 business days, the purchaser may initiate an action in a court of competent jurisdiction to resolve the dispute, or the parties may submit to binding arbitration if mutually agreed upon by the parties in writing. Any court having jurisdiction in a damages or trespass action for the amount in controversy shall have jurisdiction under this chapter.

(c) The purchaser in any such legal action shall have the right to collect reasonable attorney’s fees and court costs if the opposing party acted in bad faith in seeking or denying the requested remedy.
6 Del. C. § 3104 — Delaware Code / Title 6 / Chapter 31 / Section 3104
§ Â
        3104. Unincorporated associations.
Status: in_force

No unincorporated association of persons shall transact business in this State, unless the individual names of all concerned therein shall be first certified by an officer of such association and filed with the Division of Revenue.

This section shall not apply to partnerships or limited liability companies.
6 Del. C. § 12D-110 — Delaware Code / Title 6 / Chapter 12D / Section 12D-110
§ Â
        12D-110. Exclusions.
Status: in_force

(a) Nothing in this chapter shall be construed to restrict a controller’s or processor’s ability to do any of the following:

(1) Comply with federal, state, or local laws, rules, or regulations.

(2) Comply with a civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by federal, state, local, or other governmental authorities.

(3) Cooperate with law-enforcement agencies concerning conduct or activity that the controller or processor reasonably and in good faith believes may violate federal, state, or local laws, rules, or regulations.

(4) Investigate, establish, exercise, prepare for, or defend legal claims.

(5) Provide a product or service specifically requested by a consumer.

(6) Perform under a contract to which a consumer is a party, including fulfilling the terms of a written warranty.

(7) Take steps at the request of a consumer prior to entering into a contract.

(8) Take immediate steps to protect an interest that is essential for the life or physical safety of the consumer or another individual, and where the processing cannot be manifestly based on another legal basis.

(9) Prevent, detect, protect against, or respond to security incidents, identity theft, fraud, harassment, malicious or deceptive activities, or any illegal activity, preserve the integrity or security of systems, or investigate, report or prosecute those responsible for any such activity.

(10) Engage in public or peer-reviewed scientific research in the public interest that adheres to all other applicable ethics and privacy laws and is approved, monitored, and governed by an institutional review board that determines whether the deletion of the information is likely to provide substantial benefits that do not exclusively accrue to the controller, the expected benefits of the research outweigh the privacy risks, and whether the controller has implemented reasonable safeguards to mitigate privacy risks associated with research, including any risks associated with re-identification.

(11) Assist another controller, processor, or third party with any of the activities under this subsection.

(b) The obligations imposed on controllers or processors under this chapter, other than those imposed by § 12D-109 of this title, do not restrict a controller’s or processor’s ability to collect consumer data, or use or retain such data, for internal use only, to do any of the following:

(1) Conduct internal research to develop, improve or repair products, services or technology.

(2) Effectuate a product recall.

(3) Identify and repair technical errors that impair existing or intended functionality.

(4) Perform internal operations that are reasonably aligned with the expectations of the consumer or reasonably anticipated based on the consumer’s existing relationship with the controller, or are otherwise compatible with processing data in furtherance of the provision of a product or service specifically requested by a consumer or the performance of a contract to which the consumer is a party.

(c) The obligations imposed on controllers or processors under this chapter shall not apply where compliance by the controller or processor with said sections would violate an evidentiary privilege under the laws of this State. Nothing in this chapter shall be construed to prevent a controller or processor from providing personal data concerning a consumer to a person covered by an evidentiary privilege under the laws of this State as part of a privileged communication.

(d) A controller or processor that discloses personal data to a processor or third-party controller in compliance with this chapter shall not be deemed to have violated this chapter if the processor or third-party controller that receives and processes such personal data violates this chapter, provided that:

(1) At the time the disclosing controller or processor disclosed such personal data, the disclosing controller or processor did not have actual knowledge that the receiving processor or third-party controller had violated or would violate this chapter; and

(2) The disclosing controller or processor was, and remained, in compliance with its obligations as the discloser of such data hereunder.

A third-party controller or processor receiving personal data from a controller or processor in compliance with this chapter is likewise not in violation of this chapterfor the independent misconduct of the controller or processor from which such third-party controller or processor receives such personal data.

(e) Nothing in this chapter may be construed to do any of the following:

(1) Impose any obligation on a controller or processor that adversely affects the rights of any person to freedom of speech or freedom of the press guaranteed in the First Amendment to the United States Constitution or § 5 of Article I of the Delaware Constitution of 1897.

(2) Apply to any person’s processing of personal data in the course of such person’s purely personal or household activities.

(f) Personal data processed pursuant to this section may be processed to the extent that such processing is reasonably necessary and proportionate to the purposes listed in this section, and is adequate, relevant, and limited to what is necessary in relation to the specific purposes listed in this section. Personal data collected, used, or retained pursuant to subsection (b) of this section shall, where applicable, take into account the nature and purpose or purposes of such collection, use, or retention. Such data shall be subject to reasonable administrative, technical, and physical measures to protect the confidentiality, integrity, and accessibility of the personal data and to reduce reasonably foreseeable risks of harm to consumers relating to such collection, use, or retention of personal data.

(g) If a controller processes personal data pursuant to an exemption in this section, the controller bears the burden of demonstrating that such processing qualifies for the exemption and complies with the requirements in subsection (f) of this section.

(h) Processing personal data for the purposes expressly identified in this section shall not solely make a legal entity a controller with respect to such processing.
6 Del. C. § 2404 — Delaware Code / Title 6 / Chapter 24 / Section 2404
§ Â
        2404. Bond; surety account.
Status: in_force

(a) This section applies to a credit services organization required by § 2403(1) of this title to obtain a surety bond or establish a surety account.

(b) If a bond is obtained, a copy of it shall be filed with the Secretary of State. If a surety account is established, a notarized or otherwise official notification of the deposit by the depository institution shall be filed with the Secretary of State. Such notification shall include, at a minimum, the name of the financial institution, name of the credit services organization, account number and verification that the account is established in accordance with the terms set forth in subsection (c) of this section.

(c) The bond or surety account required must be in favor of the State for the benefit of any person who is damaged by any violation of this chapter. The bond or surety account must also be in favor of any person damaged by such a violation.

(d) Any person claiming against the bond or surety account for a violation of this chapter may maintain an action at law against the credit services organization and against the surety or trustee. The surety or trustee shall be liable only for damages awarded under § 2409(a) of this title and not the punitive damages permitted under that section. The aggregate liability of the surety or trustee to all persons damaged by a credit services organization’s violation of this chapter may not exceed the amount of the surety account or bond.

(e) The bond or the surety account shall be in the amount of $15,000.

(f) A depository holding money in a surety account under this chapter may not convey money in the account to the credit services organization that established the account or a representative of the credit services organization unless the credit services organization or representative presents a statement issued by the Secretary of State indicating that § 2405(f) of this title has been satisfied in relation to the account. The Secretary of State may conduct investigations and require submission of information as necessary to enforce this subsection.
6 Del. C. § 2503 — Delaware Code / Title 6 / Chapter 25 / Subchapter I / Section 2503
§ Â
        2503. Penalties; presumption of intent to deceive.
Status: in_force

Whoever violates § 2501 or § 2502 of this title shall be fined $100. Upon the trial of any person for such violation, the intent to deceive the general buying public shall be presumed where proof is made of a public and false advertisement or representation.
6 Del. C. § 5123 — Delaware Code / Title 6 / Chapter 51 / Section 5123
§ Â
        5123. Misrepresentation of price.
Status: in_force

Whenever any commodity or service is sold or is offered, exposed or advertised for sale, by weight, measure or count, the price shall not be misrepresented, nor shall the price be represented in any manner calculated or tending to mislead or deceive an actual or prospective purchaser. Whenever an advertised, posted or labeled price per unit of weight, measure or count includes a fraction of a cent, all elements of the fraction shall be prominently displayed and the numeral or numerals expressing the fraction shall be immediately adjacent to, of the same general design and style as and at least 1/2 the height and width of the numerals representing the whole cents. The procedures used for price verification shall be those recommended by the National Institute of Standards and Technology in the Examination Procedure for Price Verification in Handbook 130 and supplements thereto, or in any publication superseding these publications.
6 Del. C. § 9-502 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-502
§ Â
        9-502. Contents of financing statement; record of mortgage as financing statement; time of filing financing statement.
Status: in_force

(a) Sufficiency of financing statement. — Subject to subsection (b), a financing statement is sufficient only if it:

(1) provides the name of the debtor;

(2) provides the name of the secured party or a representative of the secured party; and

(3) indicates the collateral covered by the financing statement.

(b) Real property-related financing statements. — Except as otherwise provided in Section 9-501(b), to be sufficient, a financing statement that covers as-extracted collateral or timber to be cut, or which is filed as a fixture filing and covers goods that are or are to become fixtures, must satisfy subsection (a) and also:

(1) indicate that it covers this type of collateral;

(2) indicate that it is to be filed in the real property records;

(3) provide a description of the real property to which the collateral is related sufficient to give constructive notice of a mortgage under the law of this State if the description were contained in a record of the mortgage of the real property; and

(4) if the debtor does not have an interest of record in the real property, provide the name of a record owner.

(c) Record of mortgage as financing statement. — A record of a mortgage is effective, from the date of recording, as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut only if:

(1) the record indicates the goods or accounts that it covers;

(2) the goods are or are to become fixtures related to the real property described in the record or the collateral is related to the real property described in the record and is as-extracted collateral or timber to be cut;

(3) the record satisfies the requirements for a financing statement in this section, but the record need not indicate that it is to be filed in the real property records; and

(4) the record is duly recorded.

A record of a mortgage is not a financing statement but is effective as a financing statement as provided in § 9-502(c) of this title.

(d) Filing before security agreement or attachment. — A financing statement may be filed before a security agreement is made or a security interest otherwise attaches.
6 Del. C. § 4001 — Delaware Code / Title 6 / Chapter 40 / Section 4001
§ Â
        4001. Definitions.
Status: in_force

As used in this chapter, the following words shall have the meaning ascribed to them:

(1) “Clinically ill” means an illness that is apparent to a licensed veterinarian based on observation, examination, or testing of the dog.

(2) “Nonelective surgical procedure” means a surgical procedure that is necessary to preserve or restore the health of an animal or to correct a condition that would interfere with the animal’s ability to walk, run, jump or otherwise function in a normal manner.

(3) “Purchaser” means any person purchasing a dog from a seller, as defined by this section.

(4) “Seller” means any person, business or other entity engaging in the sale of dogs, except that this definition does not encompass the sale of dogs on the premises of and by a public shelter, pound or other entity operating as a nonprofit organization pursuant to Delaware law. Persons selling fewer than 20 dogs, or 3 litters, whichever is greater, in a single calendar year shall be exempt from the provisions of this chapter.
6 Del. C. § 7-105 — Delaware Code / Title 6 / Article 7 / Part 1 / Section 7-105
§ Â
        7-105. Reissuance in alternative medium.
Status: in_force

(a) Upon request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if:

(1) The person entitled under the electronic document surrenders control of the document to the issuer; and

(2) The tangible document when issued contains a statement that it is issued in substitution for the electronic document.

(b) Upon issuance of a tangible document of title in substitution for an electronic document of title in accordance with subsection (a):

(1) The electronic document ceases to have any effect or validity; and

(2) The person that procured issuance of the tangible document warrants to all subsequent persons entitled under the tangible document that the warrantor was a person entitled under the electronic document when the warrantor surrendered control of the electronic document to the issuer.

(c) Upon request of a person entitled under a tangible document of title, the issuer of the tangible document may issue an electronic document of title as a substitute for the tangible document if:

(1) The person entitled under the tangible document surrenders possession of the document to the issuer; and

(2) The electronic document when issued contains a statement that it is issued in substitution for the tangible document.

(d) Upon issuance of an electronic document of title in substitution for a tangible document of title in accordance with subsection (c):

(1) The tangible document ceases to have any effect or validity; and

(2) The person that procured issuance of the electronic document warrants to all subsequent persons entitled under the electronic document that the warrantor was a person entitled under the tangible document when the warrantor surrendered possession of the tangible document to the issuer.
6 Del. C. § 5504 — Delaware Code / Title 6 / Chapter 55 / Section 5504
§ Â
        5504. Triangulation or traverse stations.
Status: in_force

The position of the Delaware Coordinate System shall be as marked on the ground by Global Positioning System (GPS) of horizontal control stations established in conformity with standards adopted by the North American National Geodetic Horizontal Network as published by the National Ocean Service/National Geodetic Survey (formerly the United States Coast and Geodetic Survey) for first-order and second-order work, whose geodetic positions have been rigidly adjusted on the North American Datum of 1927 or the North American Datum of 1983, and whose coordinates have been computed on the systems defined in this chapter. Any such station may be used for establishing a survey connection with either Delaware Coordinate System.
6 Del. C. § 1-302 — Delaware Code / Title 6 / Article 1 / Part 3 / Section 1-302
§ Â
        1-302. Variation by agreement.
Status: in_force

(a) Except as otherwise provided in subsection (b) or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement.

(b) The obligations of good faith, diligence, reasonableness, and care prescribed by the Uniform Commercial Code may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever the Uniform Commercial Code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.

(c) The presence in certain provisions of the Uniform Commercial Code of the phrase “unless otherwise agreed”, or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.
6 Del. C. § 2A-305 — Delaware Code / Title 6 / Article 2A / Part 3 / Section 2A-305
§ Â
        2A-305. Sale or sublease of goods by lessee.
Status: in_force

(1) Subject to the provisions of Section 2A-303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection (2) and Section 2A-511(4), takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though:

(a) The lessor was deceived as to the identity of the lessee;

(b) The delivery was in exchange for a check which is later dishonored; or

(c) The delivery was procured through fraud punishable as larcenous under the criminal law.

(2) A buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains, to the extent of the interest transferred, all of the lessor’s and lessee’s rights to the goods, and takes free of the existing lease contract.

(3) A buyer or sublessee from the lessee of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this State or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.
6 Del. C. § 2914 — Delaware Code / Title 6 / Chapter 29 / Section 2914
§ Â
        2914. Violation of act or regulation.
Status: repealed

(a) Powers. — Whenever the Office receives a complaint or any information from any source, which if true would amount to a violation of the act or regulations:

(1) The Office may investigate the complaint or information;

(2) The Office may, upon investigation of the complaint or information, make recommendations to the Attorney General’s Office to investigate and enforce this chapter by any remedy available.

(b) The Department shall, with the approval of the Secretary, prepare proposed rules and regulations governing the responsibilities of the retail dealers it regulates. Adoption of these rules and regulations shall be as provided in subchapter II, Chapter 101 of Title 29. The rules and regulations as adopted, and as they may be from time to time amended by the Department, shall have the effect of law and shall remain in power and force until the same are amended or repealed by the Department.
6 Del. C. § 4340 — Delaware Code / Title 6 / Chapter 43 / Subchapter IX / Section 4340
§ Â
        4340. Insurance; cost and procurance of.
Status: in_force

If the cost of any insurance is to be separately charged to the buyer, there shall be an agreement to that effect, signed by both the buyer and the seller, a copy of which shall be given or furnished to the buyer. Such agreement shall state whether the insurance is to be procured by the buyer or the seller or holder. If the insurance is to be procured by the seller or holder, the seller or holder shall comply with the provisions of § 4307 of this title.
6 Del. C. § 3508 — Delaware Code / Title 6 / Chapter 35 / Section 3508
§ Â
        3508. Procedure for dispute of claims.
Status: in_force

(a) If an owner or contractor disputes any amounts stated in an invoice for payment, then:

(1) The party disputing the invoice must notify the other party in writing within 7 days of the receipt of the disputed invoice; and

(2) The party disputing the invoice must be specific as to those items within the invoice that are disputed.

(b) If notice of dispute is not given within the time required by this section, then the invoice is deemed to be accepted as submitted.

(c) If notice of dispute is not given within the time required by this section, such lack of notice does not constitute acceptance of the work performed.

(d) This section shall not apply:

(1) To public works contracts awarded under Chapter 69 of Title 29;

(2) To contracts for the erection of 6 or fewer residential units which are under construction simultaneously, or for the alteration or repair of any single residential unit;

(3) To contracts for the purchase of materials by a person performing work on that person’s own real property; or

(4) Where the terms of a contract specify a different procedure for disputing claims for payment.

(e) This section shall not apply where the terms of a contract between a general or prime contractor and a subcontractor specify a difference procedure for disputing claims for payment.
6 Del. C. § 2-604 — Delaware Code / Title 6 / Article 2 / Part 6 / Section 2-604
§ Â
        2-604. Buyerâs options as to salvage of rightfully rejected goods.
Status: in_force

Subject to the provisions of the immediately preceding section on perishables, if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the seller’s account or reship them to him or her or resell them for the seller’s account with reimbursement as provided in the preceding section. Such action is not acceptance or conversion.
6 Del. C. § 4A-303 — Delaware Code / Title 6 / Article 4A / Part 3 / Section 4A-303
§ Â
        4A-303. Erroneous execution of payment order.
Status: in_force

(a) A receiving bank that (i) executes the payment order of the sender by issuing a payment order in an amount greater than the amount of the sender’s order, or (ii) issues a payment order in execution of the sender’s order and then issues a duplicate order, is entitled to payment of the amount of the sender’s order under Section 4A-402(c) if that subsection is otherwise satisfied. The bank is entitled to recover from the beneficiary of the erroneous order the excess payment received to the extent allowed by the law governing mistake and restitution.

(b) A receiving bank that executes the payment order of the sender by issuing a payment order in an amount less than the amount of the sender’s order is entitled to payment of the amount of the sender’s order under Section 4A-402(c) if (i) that subsection is otherwise satisfied and (ii) the bank corrects its mistake by issuing an additional payment order for the benefit of the beneficiary of the sender’s order. If the error is not corrected, the issuer of the erroneous order is entitled to receive or retain payment from the sender of the order it accepted only to the extent of the amount of the erroneous order. This subsection does not apply if the receiving bank executes the sender’s payment order by issuing a payment order in an amount less than the amount of the sender’s order for the purpose of obtaining payment of its charges for services and expenses pursuant to instruction of the sender.

(c) If a receiving bank executes the payment order of the sender by issuing a payment order to a beneficiary different from the beneficiary of the sender’s order and the funds transfer is completed on the basis of that error, the sender of the payment order that was erroneously executed and all previous senders in the funds transfer are not obliged to pay the payment orders they issued. The issuer of the erroneous order is entitled to recover from the beneficiary of the order the payment received to the extent allowed by the law governing mistake and restitution.
6 Del. C. § 2408C — Delaware Code / Title 6 / Chapter 24C / Section 2408C
§ Â
        2408C. Prohibited acts.
Status: in_force

A mortgage loan modification services provider may not:

(1) Misrepresent, expressly or by implication, that the provider is affiliated with, endorsed or approved by, or otherwise associated with:

a. The United States government,

b. Any governmental homeowner assistance plan,

c. Any federal, state, or local government agency, unit, or department,

d. Any nonprofit housing counselor agency or program,

e. The maker, holder, or servicer of the dwelling loan, or

f. Any other individual, entity or program.

(2) Represent, expressly or by implication, that a homeowner cannot or should not contact or communicate with his or her lender or servicer.

(3) Request or receive payment of any fee or other consideration until the homeowner has executed a written agreement between the homeowner and the dwelling loan holder or servicer incorporating the offer of mortgage modification services obtained by the provider.
6 Del. C. § 1405 — Delaware Code / Title 6 / Chapter 14 / Section 1405
§ Â
        1405. Voting rights of members and stockholders.
Status: in_force

Pursuant to the organizational documents (or voting trust agreements), at least a majority of the board of directors shall be elected by the members on the basis of 1 member, 1 vote.
6 Del. C. § 2502 — Delaware Code / Title 6 / Chapter 25 / Subchapter I / Section 2502
§ Â
        2502. Sale of goods in Wilmington as a removed stock or in other than regular business manner.
Status: in_force

No person shall engage in the sale of any goods, wares or merchandise, within the corporate limits of the City of Wilmington, which have been brought to that city or consigned to any person in that city, for the purpose of the special sale thereof, as a removed stock of goods, or for the purpose of any sale thereof in any other than a regular business manner, by regular established merchants of that city. This section shall not prevent any person from embarking in the regular business of a merchant by any other method than those herein or elsewhere in the laws of this State prohibited, and this section shall not apply to goods and chattels shipped to Wilmington from other points of the State.
6 Del. C. § 1205C — Delaware Code / Title 6 / Chapter 12C / Section 1205C
§ Â
        1205C. Posting of privacy policy by operators of commercial online sites and services.
Status: in_force

(a) An operator of a commercial internet website, online or cloud computing service, online application, or mobile application that collects personally identifiable information through the Internet about individual users residing in Delaware who use or visit the operator’s commercial internet website, online or cloud computing service, online application, or mobile application shall make its privacy policy conspicuously available on its internet website, online or cloud computing service, online application, or mobile application. An operator shall be in violation of this subsection only if the operator fails to make its privacy policy conspicuously available within 30 days after being notified of noncompliance.

(b) The privacy policy required by subsection (a) of this section shall do all of the following:

(1) Identify the categories of personally identifiable information that the operator collects through the internet website, online or cloud computing service, online application, or mobile application about users of its commercial internet website, online or cloud computing service, online application, or mobile application and the categories of third-party persons with whom the operator may share that personally identifiable information.

(2) If the operator maintains a process for a user of the internet website, online or cloud computing service, online application, or mobile application to review and request changes to any of that user’s personally identifiable information that is collected through the internet website, online or cloud computing service, online application, or mobile application, provide a description of that process.

(3) Describe the process by which the operator notifies users of its commercial internet website, online or cloud computing service, online application, or mobile application of material changes to the operator’s privacy policy for that internet website, online or cloud computing service, online application, or mobile application.

(4) Identify the effective date of the privacy policy.

(5) Disclose how the operator responds to web browser “do not track” signals or other mechanisms that provide users the ability to exercise choice regarding the collection of personally identifiable information about a user’s online activities over time and across third-party internet websites, online or cloud computing services, online applications, or mobile applications, if the operator engages in that collection.

(6) Disclose whether other parties may collect personally identifiable information about a user’s online activities over time and across different internet websites, online or cloud computing services, online applications, or mobile applications when a user uses the operator’s internet website, online or cloud computing service, online application, or mobile application.

(7) An operator may satisfy the requirement of paragraph (b)(5) of this section by providing a clear and conspicuous hyperlink in the operator’s privacy policy to an online location containing a description, including the effects, of any program or protocol the operator follows that offers the user that choice.

(c) An operator of a commercial internet website, online or cloud computing service, online application, or mobile application that collects personally identifiable information through the internet website, online or cloud computing service, online application, or mobile application from users of its internet website, online or cloud computing service, online application, or mobile application who reside in Delaware shall be in violation of this section if the operator fails to comply with the provisions of this section, rules and regulations promulgated pursuant to subsection (b) of this section, or with the provisions of the operator’s posted privacy policy either (i) knowingly and wilfully or (ii) negligently and materially.
6 Del. C. § 15-1202 — Delaware Code / Title 6 / Chapter 15 / Subchapter XII / Section 15-1202
§ Â
        15-1202. Short title.
Status: in_force

This chapter may be cited as the “Delaware Revised Uniform Partnership Act.”
6 Del. C. § 5102 — Delaware Code / Title 6 / Chapter 51 / Section 5102
§ Â
        5102. Systems of weights and measures.
Status: in_force

The system of weights and measures in customary use in the United States and the metric system of weights and measures are jointly recognized, and 1 or both of these systems shall be used for all commercial purposes in this State. The definitions of basic units of weight and measure, the tables of weight and measure and weights and measures equivalents, as published by the National Institute of Standards and Technology, are recognized and shall govern weighing and measuring equipment and transactions in this State.
6 Del. C. § 2A-206 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-206
§ Â
        2A-206. Offer and acceptance in formation of lease contract.
Status: in_force

(1) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.

(2) If the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
6 Del. C. § 2104 — Delaware Code / Title 6 / Chapter 21 / Section 2104
§ Â
        2104. Exemptions.
Status: in_force

(a) Nothing in this chapter shall be construed to forbid the existence or operation of labor, agricultural or horticultural organizations, instituted for the purposes of mutual help, and not having capital stock or conducted for profit, or to forbid or restrain individual members of such organizations from lawfully carrying out the legitimate objects thereof; nor shall such organizations or the members thereof be held or construed to be illegal combinations or agreements in restraint of trade under this chapter.

(b) Nothing in this chapter shall be construed to forbid any conduct or arrangement required by any statute of this State or of the United States, nor any conduct or arrangement approved or required by a regulatory body or officer acting under statutory authority of this State or of the United States.

(c) Without limiting the effect of the foregoing, activity of the following shall not be construed as a violation of this chapter:

(1) Any public utility, to the extent that such activity is subject to regulation by the Public Service Commission, the State or federal Department of Transportation, the Federal Power Commission, the Federal Communications Commission or the Interstate Commerce Commission;

(2) Any person to the extent that such activity is subject to regulation by the Insurance Commissioner of this State or is authorized by the Insurance Code or any other law of this State, including the making of or participating in joint underwriting or joint reinsurance arrangements;

(3) A nonprofit corporation, trust or organization established exclusively for religious or charitable purposes, or for both purposes, to the extent that the activity is a religious or charitable activity;

(4) A security dealer who is licensed by this State or who is a member of the National Association of Securities Dealers or a member of a national securities exchange registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934 [15 U.S.C. § 78a et seq.], in the course of the business of offering, selling, buying and selling, or otherwise trading in or underwriting, securities as an agent, broker or principal, or the activity of a registered national securities exchange, including the establishment of commission rates and schedules of charges, to the extent that such activity is subject to regulation under the laws of this State or the United States; or

(5) Any state or national banking association or savings and loan association, or any other lending institution, to the extent that such activity is regulated or supervised by the banking laws or savings and loan laws of this State or the United States.
6 Del. C. § 2438A — Delaware Code / Title 6 / Chapter 24A / Section 2438A
§ Â
        2438A. Uniformity of application and construction.
Status: in_force

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
6 Del. C. § 4314 — Delaware Code / Title 6 / Chapter 43 / Subchapter III / Section 4314
§ Â
        4314. Prohibited provisions in contract as void.
Status: in_force

Any provision in a contract which is prohibited by this chapter shall be void but shall not otherwise affect the validity of the contract.
6 Del. C. § 12B-103 — Delaware Code / Title 6 / Chapter 12B / Section 12B-103
§ Â
        12B-103. Procedures deemed in compliance with security breach notice requirements.
Status: in_force

(a) Under this chapter, a person that maintains its own notice procedures as part of an information security policy for the treatment of personal information, and whose procedures are otherwise consistent with the timing requirements of this chapter is deemed to be in compliance with the notice requirements of this chapter if the person notifies affected Delaware residents in accordance with its policies in the event of a breach of security.

(b) Under this chapter, a person that is regulated by state or federal law, including the Health Insurance Portability and Accountability Act of 1996 (P.L. 104-191, as amended) and the Gramm Leach Bliley Act (15 U.S.C. § 6801 et seq., as amended) and that maintains procedures for a breach of security pursuant to the laws, rules, regulations, guidance, or guidelines established by its primary or functional state or federal regulator is deemed to be in compliance with this chapter if the person notifies affected Delaware residents in accordance with the maintained procedures when a breach of security occurs.
6 Del. C. § 15-113 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-113
§ Â
        15-113. Service of process on a partnership not filing a statement.
Status: in_force

(a) Service of legal process upon any partnership which has not filed a statement of partnership existence, a statement of qualification or a statement of foreign qualification and which is formed under the laws of the State of Delaware or doing business in the State of Delaware shall be made by delivering a copy personally to any partner doing business in the State of Delaware or by leaving it at the dwelling house or usual place of abode in the State of Delaware of a partner or at a place of business of the partnership in the State of Delaware. Service by copy left at the dwelling house or usual place of abode of a partner or at a place of business of the 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 partner.

(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 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 partnership by letter, directed to the partnership at the address of any partner or the partnership as it is furnished to the Secretary of State by the person desiring to make service. 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 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 on 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 of State, 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 the Secretary of State’s receipt of the service of process.
6 Del. C. § 3303A — Delaware Code / Title 6 / Chapter 33A / Section 3303A
§ Â
        3303A. Restraining prohibited acts.
Status: in_force

(a) Whenever the Attorney General has reason to believe that any person is advertising or conducting or is about to advertise or conduct a live musical performance or production in violation of § 3302A of this title and that proceedings would be in the public interest, the Attorney General shall bring an action in the name of the State against the person to restrain by temporary or permanent injunction that practice.

(b) Whenever any court issues a permanent injunction to restrain and prevent violations of this chapter as authorized in subsection (a) of this section, the court may in its discretion direct that the defendant restore to the recording group any moneys or property, real or personal, which may have been acquired by means of any violation of this chapter, under terms and conditions to be established by the court.
6 Del. C. § 5501 — Delaware Code / Title 6 / Chapter 55 / Section 5501
§ Â
        5501. Delaware Coordinate System.
Status: in_force

The systems of plane coordinates which have been established by the National Ocean Service/National Geodetic Survey (formerly the United States Coast and Geodetic Survey) or its successors for defining and stating the geographic positions or locations of points on the surface of the Earth within the State are hereafter to be known and designated as the Delaware Coordinate System of 1927 and the Delaware Coordinate System of 1983, respectively.
6 Del. C. § 17-1106 — Delaware Code / Title 6 / Chapter 17 / Subchapter XI / Section 17-1106
§ Â
        17-1106. Prior law.
Status: repealed

Except as set forth in § 17-1104 of this title, [former] Chapter 17 of this title is hereby repealed.
6 Del. C. § 4A-201 — Delaware Code / Title 6 / Article 4A / Part 2 / Section 4A-201
§ Â
        4A-201. Security procedure.
Status: in_force

“Security procedure” means a procedure established by agreement of a customer and a receiving bank for the purpose of (i) verifying that a payment order or communication amending or cancelling a payment order is that of the customer, or (ii) detecting error in the transmission or the content of the payment order or communication. A security procedure may impose an obligation on the receiving bank or the customer and may require the use of algorithms or other codes, identifying words, numbers, symbols, sounds, biometrics, encryption, callback procedures, or similar security devices. Comparison of a signature on a payment order or communication with an authorized specimen signature of the customer or requiring a payment order to be sent from a known email address, IP address, or telephone number is not by itself a security procedure.
6 Del. C. § 3-101 — Delaware Code / Title 6 / Article 3 / Part 1 / Section 3-101
§ Â
        3-101. Short title.
Status: in_force

This Article may be cited as Uniform Commercial Code — Negotiable Instruments.
6 Del. C. § 2A-210 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-210
§ Â
        2A-210. Express warranties.
Status: in_force

(1) Express warranties by the lessor are created as follows:

(a) Any affirmation of fact or promise made by the lessor to the lessee which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation or promise.

(b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods will conform to the description.

(c) Any sample or model that is made part of the basis of the bargain creates an express warranty that the whole of the goods will conform to the sample or model.

(2) It is not necessary to the creation of an express warranty that the lessor use formal words, such as “warrant” or “guarantee,” or that the lessor have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the lessor’s opinion or commendation of the goods does not create a warranty.
6 Del. C. § 1-307 — Delaware Code / Title 6 / Article 1 / Part 3 / Section 1-307
§ Â
        1-307. Prima facie evidence by third-party documents.
Status: in_force

A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.
6 Del. C. § 9-404 — Delaware Code / Title 6 / Article 9 / Part 4 / Section 9-404
§ Â
        9-404. Rights acquired by assignee; claims and defenses against assignee.
Status: in_force

(a) Assignee’s rights subject to terms, claims, and defenses; exceptions. — Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections (b) through (e), the rights of an assignee are subject to:

(1) all terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from the transaction that gave rise to the contract; and

(2) any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives a notification of the assignment signed by the assignor or the assignee.

(b) Account debtor’s claim reduces amount owed to assignee. — Subject to subsection (c) and except as otherwise provided in subsection (d), the claim of an account debtor against an assignor may be asserted against an assignee under subsection (a) only to reduce the amount the account debtor owes.

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

(d) Omission of required statement in consumer transaction. — In a consumer transaction, if a record evidences the account debtor’s obligation, law other than this Article requires that the record include a statement to the effect that the account debtor’s recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.

(e) Inapplicability to health-care-insurance receivable. — This section does not apply to an assignment of a health-care-insurance receivable.
6 Del. C. § 7616 — Delaware Code / Title 6 / Chapter 76 / Section 7616
§ Â
        7616. Enforcement.
Status: in_force

A violation of this chapter shall be within the scope of the enforcement duties and powers of the Division of Consumer Protection, as described in Chapter 25 of Title 29.
6 Del. C. § 3502 — Delaware Code / Title 6 / Chapter 35 / Section 3502
§ Â
        3502. Payments to contractor impressed with trust.
Status: in_force

All moneys or funds received by a contractor in connection with a contract for the erection, construction, completion, alteration or repair of any building or for additions to a building and all moneys or funds received by a contractor in connection with a contract for the sale of land and the erection, construction, completion, alteration or repair of any building or addition thereon, shall be trust funds in the hands of the contractor.
6 Del. C. § 12B-101 — Delaware Code / Title 6 / Chapter 12B / Section 12B-101
§ Â
        12B-101. Definitions.
Status: in_force

For purposes of this chapter:

(1) “Breach of security” means as follows:

a. The unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of personal information. Good faith acquisition of personal information by an employee or agent of any person for the purposes of such person is not a breach of security, provided that the personal information is not used for an unauthorized purpose or subject to further unauthorized disclosure.

b. The unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of personal information is not a breach of security to the extent that personal information contained therein is encrypted, unless such unauthorized acquisition includes, or is reasonably believed to include, the encryption key and the person that owns or licenses the encrypted information has a reasonable belief that the encryption key could render that personal information readable or useable.

(2) “Determination of the breach of security” means the point in time at which a person who owns, licenses, or maintains computerized data has sufficient evidence to conclude that a breach of security of such computerized data has taken place.

(3) “Encrypted” means personal information that is rendered unusable, unreadable, or indecipherable through a security technology or methodology generally accepted in the field of information security.

(4) “Encryption key” means the confidential key or process designed to render the encrypted personal information useable, readable, and decipherable.

(5) “Notice” means any of the following:

a. Written notice.

b. Telephonic notice.

c. Electronic notice, if the notice provided is consistent with the provisions regarding electronic records and signatures set forth in § 7001 of Title 15 of the United States Code or if the person’s primary means of communication with the resident is by electronic means.

d. Substitute notice, if the person required to provide notice under this chapter demonstrates that the cost of providing notice will exceed $75,000, or that the affected number of Delaware residents to be notified exceeds 100,000 residents, or that the person does not have sufficient contact information to provide notice. Substitute notice consists of all of the following:

1. Electronic notice if the person has email addresses for the members of the affected class of Delaware residents.

2. Conspicuous posting of the notice on a website page of the person if the person maintains 1 or more website pages.

3. Notice to major statewide media, including newspapers, radio, and television and publication on the major social media platforms of the person providing notice.

(6) “Person” means an individual; corporation; business trust; estate trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity.

(7) a. “Personal information” means a Delaware resident’s first name or first initial and last name in combination with any 1 or more of the following data elements that relate to that individual:

1. Social Security number.

2. Driver’s license number or state or federal identification card number.

3. Account number, credit card number, or debit card number, in combination with any required security code, access code, or password that would permit access to a resident’s financial account.

4. Passport number.

5. A username or email address, in combination with a password or security question and answer that would permit access to an online account.

6. Medical history, medical treatment by a health-care professional, diagnosis of mental or physical condition by a health care professional, or deoxyribonucleic acid profile.

7. Health insurance policy number, subscriber identification number, or any other unique identifier used by a health insurer to identify the person..

8. Unique biometric data generated from measurements or analysis of human body characteristics for authentication purposes.

9. An individual taxpayer identification number.

b. Personal information’' does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records or widely-distributed media.
6 Del. C. § 15-806 — Delaware Code / Title 6 / Chapter 15 / Subchapter VIII / Section 15-806
§ Â
        15-806. Partnerâs liability to other partners after dissolution.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section and § 15-306 of this title, after dissolution a partner is liable to the other partners for the partner’s share of any partnership obligation incurred under § 15-804 of this title.

(b) A partner who, with knowledge of the dissolution, causes the partnership to incur an obligation under § 15-804(2) of this title by an act that is not appropriate for winding up the partnership business or affairs is liable to the partnership for any damage caused to the partnership arising from the obligation.
6 Del. C. § 15-307 — Delaware Code / Title 6 / Chapter 15 / Subchapter III / Section 15-307
§ Â
        15-307. Actions by and against partnership and partners.
Status: in_force

(a) A partnership may sue and be sued in the name of the partnership.

(b) An action may be brought against the partnership and, to the extent not inconsistent with § 15-306 of this title, any or all of the partners in the same action or in separate actions.

(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from the assets of a partner liable as provided in § 15-306 of this title for a partnership obligation unless there is also a judgment against the partner for such obligation.

(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless:

(1) The claim is for an obligation of the partnership for which the partner is liable as provided in § 15-306 of this title and either:

(i) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(ii) The partnership is a debtor in bankruptcy;

(iii) The partner has agreed that the creditor need not exhaust partnership assets; or

(iv) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or

(2) Liability is imposed on the partner by law or contract independent of the existence of the partnership.

(e) This section applies to any obligation of the partnership resulting from a representation by a partner or purported partner under § 15-308 of this title.
6 Del. C. § 2503C — Delaware Code / Title 6 / Chapter 25C / Section 2503C
§ Â
        2503C. Criteria.
Status: in_force

A toy will be deemed unsafe if it meets 1 or more of the following criteria:

(1) The toy does not conform to federal laws and regulations setting forth standards for the toy;

(2) The toy has been recalled by a state or federal agency, the toy’s manufacturer, distributor, or importer, or the toy has been listed by the U.S. Consumer Product Safety Commission as a recalled product which has not been corrected, and the recall has not been rescinded; or

(3) A state or federal agency has issued an imminent hazard warning that a toy’s intended use constitutes a safety hazard and such warning has not been rescinded.
6 Del. C. § 2-501 — Delaware Code / Title 6 / Article 2 / Part 5 / Section 2-501
§ Â
        2-501. Insurable interest in goods; manner of identification of goods.
Status: in_force

(1) The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are non-conforming and he or she has an option to return or reject them. Such identification can be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement identification occurs

(a) when the contract is made if it is for the sale of goods already existing and identified;

(b) if the contract is for the sale of future goods other than those described in paragraph (c), when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers;

(c) when the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within twelve months after contracting or for the sale of crops to be harvested within twelve months or the next normal harvest season after contracting whichever is longer.

(2) The seller retains an insurable interest in goods so long as title to or any security interest in the goods remains in him or her and where the identification is by the seller alone he or she may until default or insolvency or notification to the buyer that the identification is final substitute other goods for those identified.

(3) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
6 Del. C. § 4-209 — Delaware Code / Title 6 / Article 4 / Part 2 / Section 4-209
§ Â
        4-209. Encoding and retention warranties.
Status: in_force

(a) A person who encodes information on or with respect to an item after issue warrants to any subsequent collecting bank and to the payor bank or other payor that the information is correctly encoded. If the customer of a depositary bank encodes, that bank also makes the warranty.

(b) A person who undertakes to retain an item pursuant to an agreement for electronic presentment warrants to any subsequent collecting bank and to the payor bank or other payor that retention and presentment of the item comply with the agreement. If a customer of a depositary bank undertakes to retain an item, that bank also makes this warranty.

(c) A person to whom warranties are made under this section and who took the item in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, plus expenses and loss of interest incurred as a result of the breach.
6 Del. C. § 5101 — Delaware Code / Title 6 / Chapter 51 / Section 5101
§ Â
        5101. Definitions; meaning of terms.
Status: in_force

When used in this chapter:

(1) A “certificate of conformance” means a document issued by the National Institute of Standards and Technology based on testing in participating laboratories that indicates that the weights and measures or weighing and measuring device or devices conform with the requirements of National Institute of Standards and Technology Handbook 44 and supplements thereto, or in any publication superseding these publications.

(2) The term “commodity in package form” means commodity put up or packaged in any manner in advance of sale in units suitable for either wholesale or retail sale, exclusive, however of an auxiliary shipping container enclosing packages that individually conform to the requirements of this chapter. An individual item or lot of any commodity not in package form as defined in this section, but on which there is marked a selling price based on an established price per unit of weight or of measure, shall be commodity in package form.

(3) A “consumer package” or “package of consumer commodity” shall be construed to mean a commodity in package form that is customarily produced or distributed for sale through retail sales agencies or instrumentalities for consumption by individuals or use by individuals for the purposes of personal care or in the performance of services ordinarily rendered in or about the household or in connection with personal possessions.

(4) The term “inspector” means a state inspector of weights and measures.

(5) The term “intrastate commerce” means any and all commerce or trade that is begun, carried on, and completed wholly within the limits of this State, and the phrase “introduced into intrastate commerce” defines the time and place at which the first sale and delivery of a commodity is made within the State, the delivery being made either directly to the purchaser or to a common carrier for shipment to the purchaser.

(6) A “nonconsumer package” or “package of nonconsumer commodity” shall be construed to mean any commodity in package form other than a consumer package, and particularly a package designed solely for industrial or institutional use or for wholesale distribution only.

(7) The word “person” means both the plural and singular, as the case demands, and shall include individuals, partnerships, corporations, companies, societies, and associations.

(8) “Ready-to-eat food” is restaurant-style food offered or exposed for sale, whether in restaurants, supermarkets or similar food service establishments, that is ready for consumption, though not necessarily on the premises where sold. “Ready-to-eat food” does not include sliced luncheon products, such as meat, poultry or cheese when sold separately.

(9) The words “sell” and “sale” mean barter and exchange.

(10) The words “weight(s) and (or) measure(s)” mean any weight or measure or weighing or measuring device commercially used or employed in establishing size, quantity, extent, area, or measurement of quantities, things, produce, or articles for distribution or consumption which are purchased, offered, or submitted for sale, hire, or award, or in computing any basic charge or payment for services rendered and shall also include any accessory attached to or used in connection with a commercial weighing device when such accessory is so designed or installed that its operation affects, or may affect, the accuracy of the device. This term shall not be construed to include meters for the measurement of electricity, gas (natural or manufactured), telephone service or water when the same are operated in a public utility system. Such electricity, gas, telephone and water meters are specifically excluded from the purview of this chapter, and none of the provisions of this chapter shall apply to such meters or to any appliances or accessories associated therewith.
6 Del. C. § 9-703 — Delaware Code / Title 6 / Article 9 / Part 7 / Section 9-703
§ Â
        9-703. Security interest perfected before effective date.
Status: in_force

(a) Continuing priority over lien creditor: perfection requirements satisfied. — A security interest that is enforceable immediately before this Act takes effect and would have priority over the rights of a person that becomes a lien creditor at that time is a perfected security interest under this Act if, when this Act takes effect, the applicable requirements for enforceability and perfection under this Act are satisfied without further action.

(b) Continuing priority over lien creditor: perfection requirements not satisfied. — Except as otherwise provided in Section 9-705, if, immediately before this Act takes effect, a security interest is enforceable and would have priority over the rights of a person that becomes a lien creditor at that time, but the applicable requirements for enforceability or perfection under this Act are not satisfied when this Act takes effect, the security interest:

(1) is a perfected security interest for one year after this Act takes effect;

(2) remains enforceable thereafter only if the security interest becomes enforceable under Section 9-203 before the year expires; and

(3) remains perfected thereafter only if the applicable requirements for perfection under this Act are satisfied before the year expires.

(c) Special transition provision regarding trusts and trustees. — If, immediately before this Act takes effect, a security interest against a debtor that is a trust or trustee is enforceable and would have priority over the rights of a person that becomes a lien creditor at that time, but, pursuant to Section 9-503(a)(3) (dealing with the sufficiency of the name of the debtor in the case of trusts and trustees), the financing statement filed in this State prior to the date this Act takes effect naming the trust or trustee as the debtor would be ineffective under this Act solely because it does not sufficiently provide the name of the debtor, the financing statement remains effective to the same extent as under former Article 9 of the Uniform Commercial Code (and shall remain effective by filing continuation statements naming the debtor as in the financing statement to be continued) if (i) the trust is a trust created under the provisions of Chapter 38 of Title 12 (the Delaware Statutory Trust Act), (ii) the trust is a common law business trust, or (iii) a trustee of the trust is a corporation authorized under the laws of this State to exercise corporate trust powers.
6 Del. C. § 5508 — Delaware Code / Title 6 / Chapter 55 / Section 5508
§ Â
        5508. Transitional use of Delaware Coordinate System of 1927; effective date of exclusive use of Delaware Coordinate System of 1983.
Status: in_force

The Delaware Coordinate System of 1927 shall not be used after a period beginning 12 months after July 1, 2000. Beginning on the date 12 months after July 1, 2000, the Delaware Coordinate System of 1983 shall be the sole system of plane coordinates used in this State.
6 Del. C. § 4305 — Delaware Code / Title 6 / Chapter 43 / Subchapter II / Section 4305
§ Â
        4305. Information required to be shown in contract.
Status: in_force

(a) Except as provided in §§ 4327-4332 of this title, a contract shall contain the following:

(1) The names of the seller and the buyer, the place of business of the seller, the residence or place of business of the buyer as specified by the buyer and a description of the goods or services sufficient to identify them. Services or multiple items of goods may be described in general terms and may be described in detail sufficient to identify them in a separate writing.

(2) The cash sale price of the goods, services and accessories which are the subject matter of the retail installment sale.

(3) The amount of the buyer’s down payment, itemizing the amounts paid in money and in goods and containing a brief description of the goods, if any, traded in.

(4) The difference between paragraphs (a)(1) and (2) of this section.

(5) The amount, if any, included for insurance, specifying the coverages and the cost of each type of coverage.

(6) The amount, if any, of official fees.

(7) The unpaid balance, which is the sum of paragraphs (a)(4), (5), and (6) of this section.

(8) The amount of the service charge, if any.

(9) The time balance, which is the sum of paragraphs (a)(7) and (8) of this section, payable by the buyer to the seller, the number of installments required, the amount of each installment expressed in dollars and the due date or period thereof.

(10) The time sale price.

(b) The items need not be stated in the sequence or order set forth above; additional items may be included to explain the computations made in determining the amount to be paid by the buyer.
6 Del. C. § 4-504 — Delaware Code / Title 6 / Article 4 / Part 5 / Section 4-504
§ Â
        4-504. Privilege of presenting bank to deal with goods; security interest for expenses.
Status: in_force

(a) A presenting bank that, following the dishonor of a documentary draft, has seasonably requested instructions but does not receive them within a reasonable time may store, sell, or otherwise deal with the goods in any reasonable manner.

(b) For its reasonable expenses incurred by action under subsection (a), the presenting bank has a lien upon the goods or their proceeds, which may be foreclosed in the same manner as an unpaid seller’s lien.
6 Del. C. § 3402 — Delaware Code / Title 6 / Chapter 34 / Section 3402
§ Â
        3402. Mandatory provisions for energy service agreements.
Status: in_force

(a) An energy service agreement must contain the following provisions:

(1) All charges associated with the commencement of the services provided by the energy service company, listed with specificity;

(2) All charges associated with the termination of the services provided by the energy service company, listed with specificity;

(3) That the energy service company will, after the energy service agreement has been in effect for at least 1 year and at the written request of the homeowner, sell the residential heating system equipment installed on the premises and owned by the energy service company to another energy service company designated in writing by the homeowner. The purchase price of the residential heating system equipment sold pursuant to the preceding sentence shall be no more than the actual cost of equipment at the time of sale, plus installation costs incurred at the time of installation; and

(4) Notice that sale of the residence, whether voluntary or involuntary, shall be deemed a termination of the energy service agreement by the homeowner, and notice of the homeowner’s notice obligations under § 3403(a) of this title.

(b) An energy service company may not demand from the homeowner payment of any charges not specified in the energy agreement pursuant to the above provisions.

(c) Except as provided in this section, an energy service agreement may contain any provisions mutually agreeable to an energy service company and a homeowner. Nothing in this section shall require an energy service company to enter into an energy service agreement with any homeowner.
6 Del. C. § 2526 — Delaware Code / Title 6 / Chapter 25 / Subchapter II / Section 2526
§ Â
        2526. Costs.
Status: in_force

In any action brought under the provisions of this subchapter in which any person is found to have engaged in, or be about to engage in, a practice declared by this subchapter to be unlawful, the court may award costs to the Attorney General for the use of the State.
6 Del. C. § 7721 — Delaware Code / Title 6 / Chapter 77 / Section 7721
§ Â
        7721. Effect of commencing litigation.
Status: in_force

Other than a proceeding to require ADR under § 7719 of this title, this chapter and the procedures provided for herein shall cease to have any force or effect upon the commencement of litigation concerning the dispute that is the subject of the ADR proceedings. The parties to any such litigation shall be exclusively subject to the rules of the tribunal in which such litigation has been commenced and nothing in this chapter shall be construed to infringe upon or otherwise affect the jurisdiction of the courts over such disputes.
6 Del. C. § 1304 — Delaware Code / Title 6 / Chapter 13 / Section 1304
§ Â
        1304. Transfers fraudulent as to present and future creditors.
Status: in_force

(a) A transfer made or obligation incurred by a debtor is fraudulent as to a creditor, whether the creditor’s claim arose before or after the transfer was made or the obligation was incurred, if the debtor made the transfer or incurred the obligation:

(1) With actual intent to hinder, delay or defraud any creditor of the debtor; or

(2) Without receiving a reasonably equivalent value in exchange for the transfer or obligation, and the debtor:

a. Was engaged or was about to engage in a business or a transaction for which the remaining assets of the debtor were unreasonably small in relation to the business or transaction; or

b. Intended to incur, or believed or reasonably should have believed that the debtor would incur, debts beyond the debtor’s ability to pay as they became due.

(b) In determining actual intent under paragraph (a)(1) of this section, consideration may be given, among other factors, to whether:

(1) The transfer or obligation was to an insider;

(2) The debtor retained possession or control of the property transferred after the transfer;

(3) The transfer or obligation was disclosed or concealed;

(4) Before the transfer was made or obligation was incurred, the debtor had been sued or threatened with suit;

(5) The transfer was of substantially all the debtor’s assets;

(6) The debtor absconded;

(7) The debtor removed or concealed assets;

(8) The value of the consideration received by the debtor was reasonably equivalent to the value of the asset transferred or the amount of the obligation incurred;

(9) The debtor was insolvent or became insolvent shortly after the transfer was made or the obligation was incurred;

(10) The transfer occurred shortly before or shortly after a substantial debt was incurred; and

(11) The debtor transferred the essential assets of the business to a lienor who transferred the assets to an insider of the debtor.
6 Del. C. § 8-507 — Delaware Code / Title 6 / Article 8 / Part 5 / Section 8-507
§ Â
        8-507. Duty of securities intermediary to comply with entitlement order.
Status: in_force

(a) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if:

(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or

(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.

(b) If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall reestablish a security entitlement in favor of the person entitled to it, and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to the entitlement holder for damages.
6 Del. C. § 18-601 — Delaware Code / Title 6 / Chapter 18 / Subchapter VI / Section 18-601
§ Â
        18-601. Interim distributions.
Status: in_force

Except as provided in this subchapter, to the extent and at the times or upon the happening of the events specified in a limited liability company agreement, a member is entitled to receive from a limited liability company distributions before the member’s resignation from the limited liability company and before the dissolution and winding up thereof.
6 Del. C. § 4349 — Delaware Code / Title 6 / Chapter 43 / Subchapter XIII / Section 4349
§ Â
        4349. Correction of failure of compliance with chapter.
Status: in_force

Notwithstanding the provisions of this subchapter, any failure to comply with any provision of this chapter may be corrected within 10 days after the holder notices such failure or is notified thereof in writing by the buyer and, if so corrected, neither the seller nor the holder shall be subject to any penalty under this subchapter.
6 Del. C. § 2426B — Delaware Code / Title 6 / Chapter 24B / Subchapter III / Section 2426B
§ Â
        2426B. Presumptions, accounting, bona fide purchaser.
Status: in_force

(a) For the purposes of § 2425B(1)a. of this title, there is a rebuttable presumption that:

(1) A homeowner has a reasonable ability to pay for a subsequent reconveyance of the property if the homeowner’s payments for primary housing expenses and regular principal and interest payments on other personal debt, on a monthly basis, do not exceed 60% of the homeowner’s monthly gross income; and

(2) The foreclosure purchaser has not verified reasonable payment ability if the foreclosure purchaser has not obtained documents other than a statement by the homeowner of assets, liabilities, and income.

(b) The foreclosure purchaser shall make a detailed accounting of the basis for the amount of a payment made to the homeowner of a property resold within 18 months after entering into a foreclosure reconveyance agreement in accordance with § 2425B(2)b. of this title. The accounting shall include documentation of expenses and other consideration paid by the foreclosure purchaser and deducted from the resale price.

(c) A bona fide purchaser for value or bona fide lender for value who enters into a transaction with a homeowner or a foreclosure purchaser when a foreclosure consulting contract is in effect or during the period when a foreclosure reconveyance may be canceled, without notice of those facts, receives good title to the property, free and clear of the right of the parties to the foreclosure consulting contract or the right of the homeowner to rescind the foreclosure reconveyance.

(d) This subchapter may not be construed to impose any duty on a purchaser, title insurer, or title insurance producer with respect to the application of the proceeds of a sale of property by a foreclosure purchaser.
6 Del. C. § 2901 — Delaware Code / Title 6 / Chapter 29 / Section 2901
§ Â
        2901. Definitions.
Status: in_force

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

(1) “Automotive products” shall mean any product sold or distributed by a retail dealer for use with a motor vehicle, whether or not such product is essential for the maintenance of the motor vehicle and whether or not such product is also used for nonautomotive purposes.

(2) “Deposit in advance” shall mean any deposit, regardless of its purported purpose, which is received by a distributor or manufacturer from the retail dealer as a breakage, security or other similar deposit.

(3) “Manufacturer” shall mean every producer or refiner of petroleum products, or the producer or fabricator of any automotive product sold or distributed by a service station.

(4) “Marketing agreement” shall mean a written or parol agreement between a manufacturer and a retail dealer or a distributor and a retail dealer under which:

a. The dealer promises to sell or distribute the product or products of the manufacturer or distributor;

b. The retail dealer is granted the right to use a trademark, trade name, service mark or other identifying symbol or name owned by a manufacturer; or

c. The retail dealer is granted the right to occupy premises owned, leased or controlled by a manufacturer or distributor.

(5) “Motor fuel” shall mean and include any substance or combination of substances which is intended to be or is capable of being used for the purpose of propelling or running by combustion any internal combustion engine and sold or used for that purpose.

(6) “Retail dealer” shall mean and include any person operating a service station, filling station, store, garage or other place of business for the sale of motor fuel for delivery into the service tank or tanks of any vehicle propelled by an internal combustion engine.

(7) “Retail fuel outlet” shall mean a place at which gasoline and oil are stored and supplied to service stations or to the public, and which is operated by independent contractors or by persons in the employ of such independent contractors.
6 Del. C. § 2401 — Delaware Code / Title 6 / Chapter 24 / Section 2401
§ Â
        2401. Definitions.
Status: in_force

In this chapter:

(1) “Buyer” means an individual who is solicited to purchase or who purchases the services of a credit service organization.

(2) “Consumer reporting agency” has the meaning assigned by § 603(f), Fair Credit Reporting Act (15 U.S.C. § 1681a(f)).

(3) “Extension of credit” means the right to defer payment of debt or to incur debt and defer its payment offered or granted primarily for personal, family or household purposes.

(4) “Retail seller” means a person engaged in the business of selling goods or furnishing services to a buyer.
6 Del. C. § 3703 — Delaware Code / Title 6 / Chapter 37 / Section 3703
§ Â
        3703. Tagging.
Status: in_force

Any person, or any agent or employee thereof, who sells a secondhand watch, shall affix and keep affixed to the same a tag with the words “secondhand” legibly written or printed thereon in the English language.
6 Del. C. § 15-704 — Delaware Code / Title 6 / Chapter 15 / Subchapter VII / Section 15-704
§ Â
        15-704. Statement of dissociation.
Status: in_force

(a) A dissociated partner or, after the filing by the partnership of a statement of partnership existence, the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.

(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of § 15-303(b) and (c) of this title.

(c) For the purposes of §§ 15-702(a)(3) and 15-703(b)(3) of this title, a person not a partner is deemed to have notice of the dissociation 60 days after the statement of dissociation is filed.
6 Del. C. § 9-321 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-321
§ Â
        9-321. Licensee of general intangible and lessee of goods in ordinary course of business.
Status: in_force

(a) “Licensee in ordinary course of business.” — In this section, “licensee in ordinary course of business” means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor’s own usual or customary practices.

(b) Rights of licensee in ordinary course of business. — A licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.

(c) Rights of lessee in ordinary course of business. — A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.
6 Del. C. § Â§â2735 — Delaware Code / Title 6 / Chapter 27 / Subchapter IV / Section Â§â2735
§ Â
        Ââ2735. Remedies.
Status: in_force

(a) Any person who engages in a deceptive practice governed by this subchapter shall be liable to a consumer in an amount equal to treble the amount of actual damages proved, plus reasonable attorneys’ fees.

(b) A consumer likely to be damaged by a deceptive practice governed by this subchapter may be granted an injunction against it under the principles of equity and on terms the court considers reasonable.

(c) With respect to any contract containing an automatic renewal provision that is renewed in violation of § 2734 of this title, such contract is voidable by the consumer.

(1) The consumer may void the automatic renewal contract using any method that would have been sufficient to cancel the contract prior to its renewal.

(2) A consumer who voids a contract pursuant to this subsection is not liable for any costs, fees, or expenses associated with the contract that accrue after the date on which the consumer voided the contract. The seller may retain a prorated fraction of any prepaid fees or costs based on the time since the renewal was executed and the time remaining in the renewal period. The seller shall refund any remaining prepaid fees or costs to the consumer within 30 days.
6 Del. C. § 5003 — Delaware Code / Title 6 / Chapter 50 / Section 5003
§ Â
        5003. Remedies upon failure to repair.
Status: in_force

(a) If the manufacturer, its agent or its authorized dealer does not conform the automobile to any applicable express warranty by repairing or correcting any nonconformity after a reasonable number of attempts, the manufacturer shall either replace the automobile with a comparable new automobile acceptable to the consumer or repurchase the automobile from the consumer and refund to the consumer the full purchase, including all credits and allowances for any trade-in vehicle; provided, however, that the consumer shall have the unqualified right to decline a replacement automobile and to demand instead a repurchase.

(b) In instances in which an automobile is replaced by a manufacturer under this section, said manufacturer shall accept return of the automobile and reimburse the consumer for any incidental costs, including dealer preparation fees, fees for transfer of registration, sales taxes or other charges or fees incurred by the consumer as a result of such replacement. In instances in which an automobile which was financed by the manufacturer or its subsidiary or agent is replaced under this section, said manufacturer, subsidiary or agent shall not require the consumer to enter into any refinancing agreement for a replacement automobile which would create any financial obligations upon such consumer beyond those created by the original financing agreement.

(c) In instances in which a refund is tendered under this section, the manufacturer shall accept return of the automobile from the consumer and shall reimburse the consumer for related purchase costs, including sales taxes, registration fees and dealer preparation fees, less:

(1) A reasonable allowance for the consumer’s use of the automobile, not to exceed the full purchase price of the automobile multiplied by a fraction which consists of the number of miles driven before the consumer first reported the nonconformity to the manufacturer, its agent or dealer divided by 100,000 miles; and

(2) A reasonable allowance for damage not attributable to normal wear and tear, but not to include damage resulting from a nonconformity.

(d) Refunds shall be made to the consumer, and lienholder, if any, as their interests may appear.

(e) No authorized dealer shall be held liable by the manufacturer for any refunds or automobile replacements in the absence of evidence indicating that dealership repairs have been carried out in a manner inconsistent with the manufacturer’s instructions.
6 Del. C. § 2732 — Delaware Code / Title 6 / Chapter 27 / Subchapter IV / Section 2732
§ Â
        2732. Deceptive practices in consumer contracts.
Status: in_force

In a contract for the sale or lease of merchandise to a consumer, a person engages in a deceptive practice when that person knowingly or recklessly does any of the following:

(1) Distorts or obscures the terms, conditions or meaning of the contract or creates a likelihood of confusion or misunderstanding by the use of unintelligible words, phrases, or sentences.

(2) Omits information required by law to be disclosed in contracts with a consumer.

(3) Fails to comply with § 2734 or § 2735 of this title.

(4) With respect to a contract that automatically renews and without regard to the duration of such renewal period, fails to provide a cost-effective, timely, and easy to use mechanism for cancellation. A consumer who enters into a contract online shall be permitted to cancel the contract online.
6 Del. C. § 2A-531 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-531
§ Â
        2A-531. Standing to sue third parties for injury to goods.
Status: in_force

(1) If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract (a) the lessor has a right of action against the third party, and (b) the lessee also has a right of action against the third party if the lessee:

(i) Has a security interest in the goods;

(ii) Has an insurable interest in the goods; or

(iii) Bears the risk of loss under the lease contract or has since the injury assumed that risk as against the lessor and the goods have been converted or destroyed.

(2) If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the lease contract and there is no arrangement between them for disposition of the recovery, his or her suit or settlement, subject to his or her own interest, is as a fiduciary for the other party to the lease contract.

(3) Either party with the consent of the other may sue for the benefit of whom it may concern.
6 Del. C. § 2402 — Delaware Code / Title 6 / Chapter 24 / Section 2402
§ Â
        2402. Credit services organization.
Status: in_force

(a) A credit services organization is a person who, with respect to the extension of credit by others and in return for the payment of money or other valuable consideration, provides, or represents that the person can or will provide, any of the following services:

(1) Improving a buyer’s credit record, history or rating;

(2) Obtaining an extension of credit for a buyer; or

(3) Providing advice or assistance to a buyer with regard to paragraph (a)(1) or (2) of this section.

(b) The following are exempt from this chapter:

(1) A person authorized to make loans or extensions of credit under the laws of this State or the United States who is subject to regulation and supervision by this State or the United States, or a lender approved by the United States Secretary of Housing and Urban Development for participation in a mortgage insurance program under the National Housing Act (12 U.S.C. § 1701 et seq.);

(2) A bank or building/savings and loan association whose deposits or accounts are federally insured, or a subsidiary of such a bank or savings and loan association;

(3) A credit union doing business in this State;

(4) A person licensed under Chapter 22 of Title 5 or Chapter 24A of this title;

(5) A nonprofit organization exempt from taxation under § 501(c)(3) of the Internal Revenue Code of 1986 [26 U.S.C. § 501(c)(3)];

(6) A person licensed as a real estate broker or salesperson under Chapter 29 of Title 24 acting within the course and scope of that license;

(7) A person licensed to practice law in this State acting within the course and scope of the person’s practice as an attorney;

(8) A broker-dealer registered with the Securities and Exchange Commission or the Commodity Future Trading Commission acting within the course and scope of that regulation;

(9) A consumer reporting agency;

(10) Mortgage loan or loan brokers who are not engaged in the other activities of credit services organizations as described in subsection (a) of this section; and

(11) A person licensed to practice public accounting in this State acting within the course and scope of the person’s practice as an accountant.
6 Del. C. § 9-518 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-518
§ Â
        9-518. Claim concerning inaccurate or wrongfully filed record.
Status: in_force

(a) Statement with respect to record indexed under person’s name. — A person may file in the filing office an information statement with respect to a record indexed there under the person’s name if the person believes that the record is inaccurate or was wrongfully filed.

(b) Contents of statement under subsection (a). — An information statement under subsection (a) must:

(1) identify the record to which it relates by:

(A) the file number assigned to the initial financing statement to which the record relates; and

(B) if the information statement relates to a record filed in a filing office described in Section 9-501(a)(1), the date that the initial financing statement was filed and the information specified in Section 9-502(b);

(2) indicate that it is an information statement; and

(3) provide the basis for the person’s belief that the record is inaccurate and indicate the manner in which the person believes the record should be amended to cure any inaccuracy or provide the basis for the person’s belief that the record was wrongfully filed.

(c) Statement by secured party of record. — A person may file in the filing office an information statement with respect to a record filed there if the person is a secured party of record with respect to the financing statement to which the record relates and believes that the person that filed the record was not entitled to do so under Section 9-509(d).

(d) Contents of statement under subsection (c). — An information statement under subsection (c) must:

(1) identify the record to which it relates by:

(A) the file number assigned to the initial financing statement to which the record relates; and

(B) if the information statement relates to a record filed in a filing office described in Section 9-501(a)(1), the date that the initial financing statement was filed and the information specified in Section 9-502(b);

(2) indicate that it is an information statement; and

(3) provide the basis for the person’s belief that the person that filed the record was not entitled to do so under Section 9-509(d).

(e) Record not affected by information statement. — The filing of an information statement does not affect the effectiveness of an initial financing statement or other filed record.
6 Del. C. § 17-1207  — Delaware Code / Title 6 / Chapter 17 / Subchapter XII / Section 17-1207 
§ Â
        17-1207 . No effect on other limited partnerships.
Status: in_force

This subchapter shall not affect a statute or rule of law that is applicable to a limited partnership that is not a statutory public benefit limited partnership.
6 Del. C. § 4A-403 — Delaware Code / Title 6 / Article 4A / Part 4 / Section 4A-403
§ Â
        4A-403. Payment by sender to receiving bank.
Status: in_force

(a) Payment of the sender’s obligation under Section 4A-402 to pay the receiving bank occurs as follows:

(1) If the sender is a bank, payment occurs when the receiving bank receives final settlement of the obligation through a Federal Reserve Bank or through a funds-transfer system.

(2) If the sender is a bank and the sender (i) credited an account of the receiving bank with the sender, or (ii) caused an account of the receiving bank in another bank to be credited, payment occurs when the credit is withdrawn or, if not withdrawn, at midnight of the day on which the credit is withdrawable and the receiving bank learns of that fact.

(3) If the receiving bank debits an account of the sender with the receiving bank, payment occurs when the debit is made to the extent the debit is covered by a withdrawable credit balance in the account.

(b) If the sender and receiving bank are members of a funds-transfer system that nets obligations multilaterally among participants, the receiving bank receives final settlement when settlement is complete in accordance with the rules of the system. The obligation of the sender to pay the amount of a payment order transmitted through the funds-transfer system may be satisfied, to the extent permitted by the rules of the system, by setting off and applying against the sender’s obligation the right of the sender to receive payment from the receiving bank of the amount of any other payment order transmitted to the sender by the receiving bank through the funds-transfer system. The aggregate balance of obligations owed by each sender to each receiving bank in the funds-transfer system may be satisfied, to the extent permitted by the rules of the system, by setting off and applying against that balance the aggregate balance of obligations owed to the sender by other members of the system. The aggregate balance is determined after the right of setoff stated in the second sentence of this subsection has been exercised.

(c) If two banks transmit payment orders to each other under an agreement that settlement of the obligations of each bank to the other under Section 4A-402 will be made at the end of the day or other period, the total amount owed with respect to all orders transmitted by one bank shall be set off against the total amount owed with respect to all orders transmitted by the other bank. To the extent of the setoff, each bank has made payment to the other.

(d) In a case not covered by subsection (a), the time when payment of the sender’s obligation under Section 4A-402(b) or 4A-402(c) occurs is governed by applicable principles of law that determine when an obligation is satisfied.
6 Del. C. § 2-403 — Delaware Code / Title 6 / Article 2 / Part 4 / Section 2-403
§ Â
        2-403. Power to transfer; good faith purchase of goods; âentrusting.â
Status: in_force

(1) A purchaser of goods acquires all title which his or her transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though

(a) the transferor was deceived as to the identity of the purchaser, or

(b) the delivery was in exchange for a check which is later dishonored, or

(c) it was agreed that the transaction was to be a “cash sale”, or

(d) the delivery was procured through fraud punishable as larcenous under the criminal law.

(2) Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him or her power to transfer all rights of the entruster to a buyer in ordinary course of business.

(3) “Entrusting” includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor’s disposition of the goods have been such as to be larcenous under the criminal law.

(4) The rights of other purchasers of goods and of lien creditors are governed by the Articles on Secured Transactions (Article 9) and Documents of Title (Article 7).
6 Del. C. § 1-106 — Delaware Code / Title 6 / Article 1 / Part 1 / Section 1-106
§ Â
        1-106. Use of singular and plural; gender.
Status: in_force

In the Uniform Commercial Code, unless the statutory context otherwise requires:

(1) Words in the singular number include the plural, and those in the plural include the singular; and

(2) Words of any gender also refer to any other gender.
6 Del. C. § 15-504 — Delaware Code / Title 6 / Chapter 15 / Subchapter V / Section 15-504
§ Â
        15-504. Partnerâs economic interest subject to charging order.
Status: in_force

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

(b) A charging order constitutes a lien on the judgment debtor’s economic interest in the partnership.

(c) This chapter does not deprive a partner or a partner’s transferee of a right under exemption laws with respect to the judgment debtor’s economic interest in the partnership.

(d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a partner or of a partner’s transferee may satisfy a judgment out of the judgment debtor’s economic interest in the partnership and attachment, garnishment, foreclosure or other legal or equitable remedies are not available to the judgment creditor.

(e) No creditor of a partner or of a partner’s transferee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the partnership.

(f) The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such charging order.
6 Del. C. § 2506 — Delaware Code / Title 6 / Chapter 25 / Subchapter I / Section 2506
§ Â
        2506. Limitation of actions.
Status: in_force

Notwithstanding any other statute to the contrary, no action at law by the Attorney General brought under this chapter shall be initiated after the expiration of 5 years from the time the cause of action accrued; however, §§ 8117 and 8118 of Title 10 and any applicable tolling or savings provisions created under the common law shall apply.
6 Del. C. § 7615 — Delaware Code / Title 6 / Chapter 76 / Section 7615
§ Â
        7615. Penalties; grace period for compliance; limitation of liability.
Status: in_force

(a) Any person who shall wilfully violate this chapter shall be guilty of a misdemeanor.

(b) In case of a violation of this chapter with respect to any transaction, the lessee in such transaction may recover from the person committing the violation, or may set off or counterclaim in any action by such person, actual damages with a minimum recovery of $300 or 25 percent of the lease payment necessary to acquire ownership, whichever is greater, attorneys’ fees and court costs.

(c) Notwithstanding this section, any failure to comply with this chapter may be corrected within 10 days after the date of execution of the lease-purchase agreement by the lessee, and, if so corrected, neither the lessor nor any holder is subject to any penalty under this section.

(d) A lessor is not liable under this section for damages in excess of the actual damage sustained by the lessee if the lessor shows by a preponderance of the evidence that the violation resulted from a bona fide error notwithstanding the maintenance by the lessor of procedures reasonably adopted to avoid the error. As used in this section, “bona fide error” includes, but is not limited to: Clerical, calculation, computer malfunction and programming and printing errors.
6 Del. C. § 17-207 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-207
§ Â
        17-207. Liability for false statement.
Status: in_force

(a) If any certificate authorized to be filed under this chapter contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from:

(1) Any general partner who executes the certificate and knew or should have known the statement to be false in any material respect at the time the certificate was executed; and

(2) Any general partner that filed the certificate, who thereafter knows that any arrangement or other fact described in the certificate is false in any material respect or has changed, making the statement false in any material respect, if that general partner had sufficient time to amend, correct or cancel the certificate, or to file a petition for its amendment, correction or cancellation, before the statement was reasonably relied upon.

(b) No general partner shall have any liability for failing to cause the amendment, correction or cancellation of a certificate to be filed or failing to file a petition for its amendment, correction or cancellation pursuant to subsection (a) of this section if the certificate of amendment, certificate of correction, certificate of cancellation or petition is filed within 90 days of when that general partner knew or should have known to the extent provided in subsection (a) of this section that the statement in the certificate was false in any material respect.
6 Del. C. § 18-902 — Delaware Code / Title 6 / Chapter 18 / Subchapter IX / Section 18-902
§ Â
        18-902. Registration required; application.
Status: in_force

Before doing business in the State of Delaware, a foreign limited liability company shall register with the Secretary of State. In order to register, a foreign limited liability company shall submit to the Secretary of State:

(1) A copy executed by an authorized person of an application for registration as a foreign limited liability company, setting forth:

a. The name of the foreign limited liability company and, if different, the name under which it proposes to register and do business in the State of Delaware;

b. The state, territory, possession or other jurisdiction or country where formed, the date of its formation and a statement from an authorized person that, as of the date of filing, the foreign limited liability company validly exists as a limited liability company under the laws of the jurisdiction of its formation;

c. The nature of the business or purposes to be conducted or promoted in the State of Delaware;

d. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 18-904(b) of this title;

e. A statement that the Secretary of State is appointed the agent of the foreign limited liability company for service of process under the circumstances set forth in § 18-910(b) of this title; and

f. The date on which the foreign limited liability company first did, or intends to do, business in the State of Delaware.

(2) A certificate, as of a date not earlier than 6 months prior to the filing date, issued by an authorized officer of the jurisdiction of its formation evidencing its existence. If such certificate is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto.

(3) A fee as set forth in § 18-1105(a)(6) of this title shall be paid.
6 Del. C. § 11-101 — Delaware Code / Title 6 / Article 11 / Section 11-101
§ Â
        11-101. Effective date and definitions.
Status: in_force

(1) This Act shall become effective on January 1, 1984.

(2) As used in this Article, unless the context otherwise requires:

(a) “Prior Uniform Commercial Code” means the Uniform Commercial Code as in effect prior to the effective date of this Act.

(b) “Revised Uniform Commercial Code” means the Uniform Commercial Code as amended by this Act.
6 Del. C. § 2-509 — Delaware Code / Title 6 / Article 2 / Part 5 / Section 2-509
§ Â
        2-509. Risk of loss in the absence of breach.
Status: in_force

(1) Where the contract requires or authorizes the seller to ship the goods by carrier

(a) if it does not require him or her to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under reservation (Section 2-505); but

(b) if it does require him or her to deliver them at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there duly so tendered as to enable the buyer to take delivery.

(2) Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer

(a) on the buyer’s receipt of possession or control of a negotiable document of title covering the goods; or

(b) on acknowledgment by the bailee of the buyer’s right to possession of the goods; or

(c) after his or her receipt of possession or control of a non-negotiable document of title or other direction to deliver in a record, as provided in subsection (4)(b) of Section 2-503.

(3) In any case not within subsection (1) or (2), the risk of loss passes to the buyer on his or her receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery.

(4) The provisions of this section are subject to contrary agreement of the parties and to the provisions of this Article on sale on approval (Section 2-327) and on effect of breach on risk of loss (Section 2-510).
6 Del. C. § 3303 — Delaware Code / Title 6 / Chapter 33 / Section 3303
§ Â
        3303. Registrability.
Status: in_force

A mark by which the goods or services of any applicant for registration may be distinguished from the goods or services of others shall not be registered if it:

(1) Consists of or comprises immoral, deceptive or scandalous matter;

(2) Consists of or comprises matter which may disparage or falsely suggest a connection with persons, living or dead, institutions, beliefs or national symbols, or bring them into contempt or disrepute;

(3) Consists of or comprises the flag or coat of arms or other insignia of the United States, or of any state or municipality, or of any foreign nation or any simulation thereof;

(4) Consists of or comprises the name, signature or portrait of any living individual, except with that individual’s written consent;

(5) Consists of a mark which:

a. When applied to the goods or services of the applicant, is merely descriptive or deceptively misdescriptive of them;

b. When applied to the goods or services of the applicant, is primarily geographically descriptive or deceptively misdescriptive of them; or

c. Is primarily merely a surname (provided, however, that nothing in this section shall prevent the registration of a mark used in this State by the applicant which is or has become distinctive of the applicant’s goods or services); or

(6) Consists of or comprises a mark which so resembles a mark registered in this State or a trademark or trade name previously used in this State by another and not abandoned, as to be likely, when applied to the goods or services of the applicant, to cause mistake, or to confuse or deceive.
6 Del. C. § 2-505 — Delaware Code / Title 6 / Article 2 / Part 5 / Section 2-505
§ Â
        2-505. Sellerâs shipment under reservation.
Status: in_force

(1) Where the seller has identified goods to the contract by or before shipment:

(a) his or her procurement of a negotiable bill of lading to his or her own order or otherwise reserves in him or her a security interest in the goods. His or her procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller’s expectation of transferring that interest to the person named.

(b) a non-negotiable bill of lading to himself or herself or his or her nominee reserves possession of the goods as security but except in a case of conditional delivery (subsection (2) of § 2-507) a non-negotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.

(2) When shipment by the seller with reservation of a security interest is in violation of the contract for sale it constitutes an improper contract for transportation within the preceding section but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller’s power as a holder of a negotiable document.
6 Del. C. § 7702 — Delaware Code / Title 6 / Chapter 77 / Section 7702
§ Â
        7702. Definitions.
Status: in_force

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

(1) “ADR” means the alternative dispute resolution method provided for by this chapter unless the parties to a dispute adopt by written agreement some other method of ADR in which event “ADR” shall refer to the method they adopt.

(2) “ADR Specialist” means an individual who has the qualifications provided for in § 7708 of this title to conduct an ADR proceeding.

(3) A “dispute subject to ADR” means any dispute that:

a. Involves at least $100,000 in contention; and

b. Is not a summary proceeding under § 211, § 215, § 220 or § 225 of Title 8.

(4) “Person” means any individual, corporation, association, partnership, statutory trust, business trust, limited liability company or other entity whether or not organized for profit.
6 Del. C. § 8-115 — Delaware Code / Title 6 / Article 8 / Part 1 / Section 8-115
§ Â
        8-115. Securities intermediary and others not liable to adverse claimant.
Status: in_force

A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee:

(1) took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or

(2) acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or

(3) in the case of a security certificate that has been stolen, acted with notice of the adverse claim.
6 Del. C. § 18-505 — Delaware Code / Title 6 / Chapter 18 / Subchapter V / Section 18-505
§ Â
        18-505. Defense of usury not available.
Status: in_force

No obligation of a member or manager of a limited liability company to the limited liability company, or to a member or manager of the limited liability company, arising under the limited liability company agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a member or manager, shall be subject to the defense of usury, and no member or manager shall interpose the defense of usury with respect to any such obligation in any action.