6 Del. C. § 73-103 — Delaware Code / Title 6 / Chapter 73 / Subchapter I / Section 73-103
§ Â
        73-103. Definitions.
Status: in_force

(a) Generally. — When used in this chapter or any rule or order hereunder, unless the context otherwise requires:

(1) “Agent” means any individual, other than a broker-dealer, who represents a broker-dealer or issuer in effecting or attempting to effect purchases or sales of securities. “Agent” does not include an individual who represents:

a. An issuer in:

1. Effecting transactions in a security exempted by § 73-207(a)(1), (2), (3), (10), or (11) of this title;

2. Effecting transactions exempted by § 73-207(b) of this title;

3. Effecting transactions in a covered security as described in §§ 18(b)(3) and 18(b)(4)(E) (or as the same may be renumbered by a future act of the United States Congress) of the Securities Act of 1933 [15 U.S.C. § 77r]; or

4. Effecting transactions with existing employees, partners or directors of the issuer if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this State;

b. A broker-dealer in effecting transactions in this State limited to those transactions described in § 15(h)(2) of the Securities Exchange Act of 1934 [ 15 U.S.C. § 78o]; or

c. An issuer or a member of a bona fide agricultural cooperative whose securities are exempt from registration under § 73-207(a)(12) of this title.

A partner, officer or director of a broker-dealer or issuer, or a person occupying a similar status or performing similar functions, is an agent only if such person otherwise comes within this definition.

(2) “Attorney General” means the Attorney General of the State or the Attorney General’s duly appointed deputy.

(3) “Broker-dealer” means any person engaged in the business of effecting transactions in securities for the account of others or for the broker-dealer’s own account. “Broker-dealer” does not include:

a. An agent;

b. An issuer;

c. A bank, savings institution or trust company, to the extent that these entities are exempt or excluded from broker-dealer registration requirements under federal securities law;

d. A person who has no place of business in this State and effects transactions in this State exclusively with or through (i) the issuers of the securities involved in the transactions, (ii) other broker-dealers, or (iii) banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940 [15 U.S.C. § 80a-1 et seq.], pension or profit-sharing trust, or other financial institutions or institutional buyers, whether acting for themselves or as trustees;

e. An issuer or an individual who represents an issuer or a member of such issuer provided said issuer is exempt from registration under § 73-207(a)(12) of this title.

(4) “Director” means the Investor Protection Director, the principal executive officer of the Investor Protection Unit designated in § 73-102 of this title.

(5) “Eligible adult” means:

a. An “elderly person” as defined in § 222 of Title 11; or

b. A “vulnerable adult” as defined in § 1105 of Title 11.

(6) “Federal covered adviser” means a person who is registered under § 203 of the Investment Advisers Act of 1940 [15 U.S.C. § 80b-3].

(7) “Federal covered security” means any security that is a covered security under § 18(b) of the Securities Act of 1933 [15 U.S.C. § 77r(b)] or rules or regulations promulgated thereunder.

(8) “Financial exploitation” means the illegal or improper use, control over, or withholding of the property, income, resources, or trust funds of the eligible adult by any person or entity for any person’s or entity’s profit or advantage other than for the eligible adult’s profit or advantage. “Financial exploitation” includes, but is not limited to:

a. The use of deception, intimidation, or undue influence by a person or entity in a position of trust and confidence with an eligible adult to obtain or use the property, income, resources, or trust funds of the eligible adult for the benefit of a person or entity other than the eligible adult;

b. The breach of a fiduciary duty, including but not limited to, the misuse of a power of attorney, trust, or a guardianship appointment, that results in the unauthorized appropriation, sale, or transfer of the property, income, resources, or trust funds of the eligible adult for the benefit of a person or entity other than the eligible adult; and

c. Obtaining or using an eligible adult’s property, income, resources, or trust funds without lawful authority, by a person or entity who knows or clearly should know that the eligible adult lacks the capacity to consent to the release or use of the eligible adult’s property, income, resources or trust funds.

(9) “Fraud,” “deceit,” and “defraud” are not limited to common-law deceit.

(10) “Investment adviser” means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. “Investment adviser” also includes financial planners and other persons who, as an integral component of other financially related services, provide the foregoing investment advisory services to others for compensation and as part of a business or who hold themselves out as providing the foregoing investment advisory services to others for compensation. “Investment adviser” does not include (A) an investment adviser representative; (B) a bank, savings institution or trust company; (C) a lawyer, accountant, engineer or teacher whose performance of these services is solely incidental to the practice of such person’s profession; (D) a broker-dealer or its agent whose performance of these services is solely incidental to the conduct of its business as a broker-dealer and who receives no special compensation for them; (E) a publisher of any bona fide newspaper, news column, newsletter, news magazine or business or financial publication or service, whether communicated in hard copy form or by electronic means, or otherwise, that does not consist of the rendering of advice on the basis of the specific investment situation of each client; (F) any person who is a federal covered adviser; or (G) such other persons not within the intent of this subsection as the Director may by rule or order designate.

(11) “Investment adviser representative” means any partner, officer, director (or a person occupying a similar status or performing similar functions) or other individual, except clerical or ministerial personnel, who is employed by or associated with an investment adviser that is registered or required to be registered under this chapter, or who has a place of business located in this State and is employed by or associated with a federal covered adviser; and who does any of following: (A) makes any recommendations or otherwise renders advice regarding securities, (B) manages accounts or portfolios of clients, (C) determines which recommendation or advice regarding securities should be given, (D) solicits, offers or negotiates for the sale of or sells investment advisory services, or (E) supervises employees who perform any of the foregoing.

(12) “Investment Company Act of 1940” means the federal statute of that name, 15 U.S.C. § 80a-1 et seq.

(13) “Issuer” means any person who issues or proposes to issue any security.

(14) “Nonissuer” means not directly or indirectly for the benefit of the issuer.

(15) “Person” means an individual, a corporation, a partnership, an association, a joint stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government.

(16) “Promoter” includes:

a. Any person who, acting alone or in conjunction with 1 or more other persons, directly or indirectly takes the initiative in founding and organizing the business or enterprise of an issuer;

b. Any person who, in connection with the founding or organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of securities. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise.

(17) “Public interest” means that it shall appear to the Director that the action taken or sanction imposed will further the purpose of this chapter.

(18) “Public Utility Holding Company Act of 2005” means the federal statute of that name, 42 U.S.C. § 16451 et seq.

(19) “Qualified individual” means any agent, broker-dealer, investment adviser, investment adviser representative or person who serves in a supervisory, compliance, or legal capacity for a broker-dealer or investment adviser.

(20) “Sale” or “sell” includes every contract of sale of, contract to sell or disposition of a security or interest in a security for value.

a. “Offer” or “offer to sell” includes every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value.

b. A purported gift of assessable stock is considered to involve an offer and sale.

c. Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, is considered to include an offer of the other security.

d. The terms defined in this subsection do not include any bona fide pledge or loan; any stock dividend whether the corporation distributing the dividend is the issuer of the stock or not, if nothing of value is given by stockholders for the dividend other than the surrender of a right to a cash or property dividend when each stockholder may elect to take the dividend in cash or property or in stock; any act incident to a vote by stockholders (or approval pursuant to § 228 of Title 8) pursuant to the certificate of incorporation, or the provisions of Title 8, on a merger, consolidation, reclassification of securities, dissolution, or sale of corporate assets in consideration of the issuance of securities of the same or another corporation; or any act incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims or property interests, or partly in such exchange and partly for cash.

(21) “Securities Act of 1933” means the federal statute of that name, 15 U.S.C. § 77r et seq.

(22) “Securities Exchange Act of 1934” means the federal statute of that name, 15 U.S.C. § 78a et seq.

(23) “Security” means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement; collateral-trust certificate; preorganization certificate or subscription; transferable share; investment contract, including pyramid promotion which includes any plan or operation for the sale or distribution of property, services, or any other thing of value wherein a person for a consideration is offered an opportunity to obtain a benefit which is based in whole or in part on the inducement, by such person or by others, of additional persons to purchase the same or a similar opportunity; voting-trust certificate; certificate of deposit for a security; certificate of interest of participation in an oil, gas or mining title or lease or in payments out of production under such a title or lease; options on commodities; viatical settlement investment; or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate, for, receipt for guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. “Security” does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum or periodically for life or some other specified period. In determining whether an instrument is a security, the appropriate analysis is of the economic realities underlying a transaction and not the way the transaction is labeled.

(24) “Viatical settlement investment” means the contractual right to receive any portion of the death benefit or ownership of a life insurance policy or certificate for consideration that is less than the expected death benefit of the life insurance policy or certificate. “Viatical settlement investment” does not include:

a. The assignment, transfer, sale, devise, or bequest of a death benefit, life insurance policy or certificate of insurance by the viator to the viatical settlement provider pursuant to the Delaware Viatical Settlements Act (Chapter 75 of Title 18), the subsequent sale by such life settlement provider of such death benefit, life insurance policy or certificate of insurance, but not fractional interests therein, to any person who is a qualified purchaser (as such term is defined in the Investment Company Act of 1940), or any other lawful assignment, transfer, sale, devise or bequest of a death benefit, life insurance policy or certificate of insurance by an owner of a policy;

b. An assignment of a life insurance policy to a bank, savings bank, savings and loan association, credit union or other licensed lending institution as collateral for a loan, or the foreclosure upon, or relinquishment of, such life insurance policy in connection with such loan;

c. Any transfer of ownership and/or beneficial interest in a life insurance policy from a viatical settlement provider to another viatical settlement provider as defined by the Delaware Viatical Settlements Act (Chapter 75 of Title 18) or to any legal entity formed solely for the purpose of holding ownership and/or beneficial interest in a life insurance policy or policies; or

d. The exercise of accelerated benefits pursuant to the terms of the life insurance policy.

(25) “Wilful” or “wilfully” means only that the underlying act constituting the violation was done deliberately, as opposed to accidentally or involuntarily. Evil motive or intent to violate the law, or knowledge that the law was being violated, is not required.

(b) Principles of definition. — (1) In this chapter when the word “means” is employed in defining a word or term, the definition is limited to the meaning given.

(2) In this chapter when the word “includes” is employed in defining a word or term, the definition is not limited to the meaning given, but in appropriate cases the word or term may be defined in any way not inconsistent with the definition given.

(3) If a word used in this chapter is not defined herein, it has its commonly accepted meaning, and may be defined as appropriate under § 73-102(b) of this title.

(c) In any proceeding under this chapter, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
6 Del. C. § 2-316 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-316
§ Â
        2-316. Exclusion or modification of warranties.
Status: in_force

(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this Article on parol or extrinsic evidence (Section 2-202) negation or limitation is inoperative to the extent that such construction is unreasonable.

(2) Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that “There are no warranties which extend beyond the description on the face hereof.”

(3) Notwithstanding subsection (2)

(a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like “as is”, “with all faults” or other language which in common understanding calls the buyer’s attention to the exclusion of warranties and makes plain that there is no implied warranty; and

(b) when the buyer before entering into the contract has examined the goods or the sample or model as fully as he or she desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to him or her; and

(c) an implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade.

(4) Remedies for breach of warranty can be limited in accordance with the provisions of this Article on liquidation or limitation of damages and on contractual modification of remedy (Sections 2-718 and 2-719).

(5) The implied warranties of merchantability and fitness shall not be applicable to a contract for the sale of human blood, blood plasma or other human tissue or organs from a blood bank or reservoir of such other tissues or organs. Such blood, blood plasma or tissue or organs shall not for the purposes of this Article be considered commodities or goods subject to sale or barter, but shall be considered as medical services.
6 Del. C. § 2429B — Delaware Code / Title 6 / Chapter 24B / Subchapter IV / Section 2429B
§ Â
        2429B. Remedies and penalties not exclusive.
Status: in_force

The remedies and penalties provided for in this chapter are not exclusive and shall be in addition to any other procedures, rights or remedies which exist with respect to any other provisions of law including but not limited to state and/or federal criminal prosecutions and/or actions brought by private parties.
6 Del. C. § 4600 — Delaware Code / Title 6 / Chapter 46 / Section 4600
§ Â
        4600. Short title.
Status: in_force

This chapter may be cited as the “Delaware Fair Housing Act.”
6 Del. C. § 8-107 — Delaware Code / Title 6 / Article 8 / Part 1 / Section 8-107
§ Â
        8-107. Whether endorsement, instruction, or entitlement order is effective.
Status: in_force

(a) “Appropriate person” means:

(1) with respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;

(2) with respect to an instruction, the registered owner of an uncertificated security;

(3) with respect to an entitlement order, the entitlement holder;

(4) if the person designated in paragraph (1), (2), or (3) is deceased, the designated person’s successor taking under other law or the designated person’s personal representative acting for the estate of the decedent; or

(5) if the person designated in paragraph (1), (2), or (3) lacks capacity, the designated person’s guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.

(b) An endorsement, instruction, or entitlement order is effective if:

(1) it is made by the appropriate person;

(2) it is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under Section 8-106(c)(2) or (d)(2); or

(3) the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.

(c) An endorsement, instruction, or entitlement order made by a representative is effective even if:

(1) the representative has failed to comply with a controlling instrument or with the law of the State having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or

(2) the representative’s action in making the endorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.

(d) If a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.

(e) Effectiveness of an endorsement, instruction, or entitlement order is determined as of the date the endorsement, instruction, or entitlement order is made, and an endorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.
6 Del. C. § 2A-406 — Delaware Code / Title 6 / Article 2A / Part 4 / Section 2A-406
§ Â
        2A-406. Procedure on excused performance.
Status: in_force

(1) If the lessee receives notification of a material or indefinite delay or an allocation justified under Section 2A-405, the lessee may by written notification to the lessor as to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (Section 2A-510):

(a) Terminate the lease contract (Section 2A-505(2)); or

(b) Except in a finance lease that is not a consumer lease, modify the lease contract by accepting the available quota in substitution, with due allowance from the rent payable for the balance of the lease term for the deficiency but without further right against the lessor.

(2) If, after receipt of a notification from the lessor under Section 2A-405, the lessee fails so to modify the lease agreement within a reasonable time not exceeding 30 days, the lease contract lapses with respect to any deliveries affected.
6 Del. C. § 2506A — Delaware Code / Title 6 / Chapter 25A / Section 2506A
§ Â
        2506A. Disclosure and contract requirements.
Status: in_force

(a) A telemarketer shall provide all of the following information when contacting a consumer:

(1) At the beginning of the call and prior to any sales pitch, the telemarketer shall disclose to the customer:

a. That the purpose of the telephone call is to sell specific merchandise;

b. The telemarketer’s name and the name of the seller on whose behalf the solicitation is being made; and

c. Accurate information concerning the nature and description of the merchandise being offered for sale.

(2) Before completion of the initial sales call and before payment is requested the telemarketer shall disclose to the customer:

a. The total amount of money to be paid by the customer for the merchandise that is the subject of the telemarketing sales call;

b. Any restrictions, limitations or conditions applicable to the purchase of the merchandise that is the subject of the telemarketing sales call;

c. Any material aspect of the performance, quality, efficacy, nature or basic characteristics of the merchandise that is the subject of the telemarketing sales call;

d. Any material aspect of the nature or terms of the refund, cancellation, exchange or repurchase policies;

e. Any material aspect of any investment being offered, including benefits, the price of the investment, the location of the investment, and the reasonable likelihood of success of the investment opportunity;

f. Any material element of a prize promotion, including:

1. An accurate description of the prize;

2. Its market value;

3. All material conditions to receive or redeem the prize;

4. The actual number of prizes to be awarded;

5. The odds of being able to receive the prize, and if the odds are not calculable in advance, the factors and methods used in calculating the odds;

6. The fact that no purchase or payment of any kind is required to win a prize or to participate in a prize promotion; and

7. Instructions on how to participate or an address or local or toll-free telephone number to which customers may write or call for information on how to participate in the prize promotion.

(b) The following requirements shall apply to each sale of merchandise by a telemarketer:

(1) The telemarketer’s sales transaction shall only be considered final 7 business days after the customer has received a written notice as required by this subsection.

(2) The telemarketer shall furnish the customer, in the same language as that principally used in the sales presentation, said written notice, which shall contain in not less than 12-point boldface type, a statement in substantially the following form:

“You, the purchaser, may cancel this transaction without any penalty or obligation at any time prior to midnight of the seventh business day after receipt of this notice. If you cancel, any payments made by you under the sale will be returned within 10 business days following receipt by the seller of your written notice of cancellation and any security interest arising out of the transaction will be canceled.

If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any merchandise delivered to you under this contract of sale; or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk.

If you do make the merchandise available to the seller and the seller does not pick the merchandise up within 20 days of the date of your notice of cancellation, or agree to pay the expense for its return, you may retain or dispose of the merchandise without any further obligation. If you fail to make the merchandise available to the seller, or if you agree to return the merchandise to the seller and fail to do so, then you remain liable for performance of all obligations under the contract.

To cancel this transaction, mail or deliver a written notice of cancellation or send a telegram to (name of seller) at the following address (address of seller). The effective time of any cancellation is deemed to be the postmarked date upon which the notice was mailed to the seller, the date upon which the notice was delivered to any commercial document or parcel service for delivery to the seller or the date upon which any telegram was sent to the seller.”

(3) The telemarketer or telemarketing business shall notify the customer of the seller’s name, address and phone number and the name, address and phone number of the person to whom any notice of cancellation is to be given if different from the seller. The seller is additionally required to furnish the customer with the date of the telephone solicitation and a description of the telephone solicitation.

(c) Exempt from the requirements of subsection (b) of this section is any sale in which the consumer is given a full refund for the return of undamaged and unused goods, or the merchant guarantees full satisfaction or a cancellation of services notice, when the consumer has at least 7 days to review goods or services after receipt of the goods or services by the consumer, and the seller shall process the refund within 30 days after receipt of returned merchandise or cancellation of services by the consumer. The seller must disclose the review, return and refund policy to the buyer orally by telephone or in writing with advertising or promotional material or with delivery of goods or services. A seller must disclose a return address in writing where the consumer may return goods or cancel services. A seller who discloses in writing that a sale provides “satisfaction guaranteed” or “free inspection” or “no risk guarantee,” or similar words or phrases, shall be deemed to meet the requirements of the review and refund policy.”

(d) It is a violation of this chapter and of § 2513 of this title for any seller, telemarketer or telemarketing business to engage in any unfair or deceptive conduct that would create a likelihood of confusion or misunderstanding to any reasonable consumer in connection with this section.

(e) It is a violation of this chapter and of § 2532 of this title for any seller, telemarketer or telemarketing business to engage in any unfair or deceptive conduct that would create a likelihood of confusion or misunderstanding to any reasonable consumer in connection with this section.
6 Del. C. § 9-804 — Delaware Code / Title 6 / Article 9 / Part 8 / Section 9-804
§ Â
        9-804. Security interest unperfected before effective date.
Status: in_force

A security interest that is an unperfected security interest immediately before this Act takes effect becomes a perfected security interest:

(1) without further action, when this Act takes effect if the applicable requirements for perfection under Article 9 as amended by this Act are satisfied before or at that time; or

(2) when the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
6 Del. C. § 2511J — Delaware Code / Title 6 / Chapter 25J / Section 2511J
§ Â
        2511J. Remedies.
Status: in_force

(a) In addition to any remedies a consumer may have at law or in equity, any violation of this chapter is an unlawful practice under § 2513 of this title and a violation of subchapter II of Chapter 25 of this title.

(b) Any consumer may sue for injunctive or other appropriate equitable relief to enforce this chapter.

(c) The remedies provided in this section are not intended to be the exclusive remedies available to a consumer nor must the consumer exhaust any administrative remedies provided under this chapter or any other applicable law.

(d) No agreement between the patient and a large health-care provider or medical debt collector may contain a provision that, prior to a dispute arising, waives or inhibits or has the practical effect of waiving or inhibiting any rights under this chapter or the rights of a patient to resolve that dispute by obtaining any of the following:

(1) Injunctive, declaratory, or other equitable relief.

(2) Multiple or minimum damages as specified by statute.

(3) Attorneys’ fees and costs as specified by statute or as available at common law.

(4) A hearing at which that party can present evidence.

(5) Requiring any form of alternative dispute resolution, including arbitration.

(e) Any provision in a written agreement violating subsection (d) of this section or any other provision of this chapter is void and unenforceable. A court may refuse to enforce any written agreement as equity may require.
6 Del. C. § 18-603 — Delaware Code / Title 6 / Chapter 18 / Subchapter VI / Section 18-603
§ Â
        18-603. Resignation of member.
Status: in_force

A member may resign from a limited liability company only at the time or upon the happening of events specified in a limited liability company agreement and in accordance with the limited liability company agreement. Notwithstanding anything to the contrary under applicable law, unless a limited liability company agreement provides otherwise, a member may not resign from a limited liability company prior to the dissolution and winding up of the limited liability company. Notwithstanding anything to the contrary under applicable law, a limited liability company agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company.

Unless otherwise provided in a limited liability company agreement, a limited liability company whose original certificate of formation was filed with the Secretary of State and effective on or prior to July 31, 1996, shall continue to be governed by this section as in effect on July 31, 1996.
6 Del. C. § A-302 — Delaware Code / Title 6 / Article A / Part 3 / Section A-302
§ Â
        A-302. Security interest perfected before effective date.
Status: in_force

(a) Continuing perfection: perfection requirements satisfied. —

A security interest that is enforceable and perfected immediately before August 18, 2023, is a perfected security interest under the amending Act if, on August 18, 2023, the requirements for enforceability and perfection under the amending Act are satisfied without further action.

(b) Continuing perfection; enforceability or perfection requirements not satisfied. —

If a security interest is enforceable and perfected immediately before August 18, 2023, but the requirements for enforceability or perfection under 84 Del. Laws, c. 174 are not satisfied on August 18, 2023, the security interest:

(1) is a perfected security interest until the earlier of the time perfection would have ceased under the law in effect immediately before August 18, 2023, or the adjustment date;

(2) remains enforceable thereafter only if the security interest satisfies the requirements for enforceability under Section 9-203, as amended by the amending Act, before the adjustment date; and

(3) remains perfected thereafter only if the requirements for perfection under the amending Act are satisfied before the time specified in paragraph (1).
6 Del. C. § 9-513 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-513
§ Â
        9-513. Termination statement.
Status: in_force

(a) Consumer goods. — A secured party shall cause the secured party of record for a financing statement to file a termination statement for the financing statement if the financing statement covers consumer goods and:

(1) there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation, or otherwise give value; or

(2) the debtor did not authorize the filing of the initial financing statement.

(b) Time for compliance with subsection (a). — To comply with subsection (a), a secured party shall cause the secured party of record to file the termination statement:

(1) within one month after there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation, or otherwise give value; or

(2) if earlier, within 20 days after the secured party receives a signed demand from a debtor.

(c) Other collateral. — In cases not governed by subsection (a), within 20 days after a secured party receives a signed demand from a debtor, the secured party shall cause the secured party of record for a financing statement to send to the debtor a termination statement for the financing statement or file the termination statement in the filing office if:

(1) except in the case of a financing statement covering accounts or chattel paper that has been sold or goods that are the subject of a consignment, there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation, or otherwise give value;

(2) the financing statement covers accounts or chattel paper that has been sold but as to which the account debtor or other person obligated has discharged its obligation;

(3) the financing statement covers goods that were the subject of a consignment to the debtor but are not in the debtor’s possession; or

(4) the debtor did not authorize the filing of the initial financing statement.

(d) Effect of filing termination statement. — Except as otherwise provided in Section 9-510, upon the filing of a termination statement with the filing office, the financing statement to which the termination statement relates ceases to be effective. Except as otherwise provided in Section 9-510, for purposes of Sections 9-519(g), 9-522(a), and 9-523(c), the filing with the filing office of a termination statement relating to a financing statement that indicates that the debtor is a transmitting utility also causes the effectiveness of the financing statement to lapse.
6 Del. C. § 3-404 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-404
§ Â
        3-404. Impostors; fictitious payees.
Status: in_force

(a) If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or to a person acting in concert with the impostor, by impersonating the payee of the instrument or a person authorized to act for the payee, an indorsement of the instrument by any person in the name of the payee is effective as the indorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.

(b) If (i) a person whose intent determines to whom an instrument is payable (Section 3-110(a) or (b)) does not intend the person identified as payee to have any interest in the instrument, or (ii) the person identified as payee of an instrument is a fictitious person, the following rules apply until the instrument is negotiated by special indorsement:

(1) Any person in possession of the instrument is its holder.

(2) An indorsement by any person in the name of the payee stated in the instrument is effective as the indorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.

(c) Under subsection (a) or (b), an indorsement is made in the name of a payee if (i) it is made in a name substantially similar to that of the payee or (ii) the instrument, whether or not indorsed, is deposited in a depositary bank to an account in a name substantially similar to that of the payee.

(d) With respect to an instrument to which subsection (a) or (b) applies, if a person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss resulting from payment of the instrument, the person bearing the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss.
6 Del. C. § 7-701 — Delaware Code / Title 6 / Article 7 / Part 7 / Section 7-701
§ Â
        7-701. Applicability.
Status: in_force

References in this part to this “act” refer to the legislative enactment by which this part is added to the Uniform Commercial Code. This act applies to a document of title that is issued or a bailment that arises on or after the effective date of this act. This act does not apply to a document of title that is issued or a bailment that arises before the effective date of this act even if the document of title or bailment would be subject to this Act if the document of title had been issued or bailment had arisen on or after the effective date of this act. This act does not apply to a right of action that has accrued before the effective date of this act.
6 Del. C. § 4209 — Delaware Code / Title 6 / Chapter 42 / Section 4209
§ Â
        4209. Initiation fees limited.
Status: in_force

No health spa shall charge any initiation fee in connection with a health spa contract of less than 12 months’ duration. For all health spa contracts of 3 months or less duration, all rights of renewal which extend the membership beyond the first 3 months shall be offered and sold at a contract price per month for each renewal period not greater than the contract price per month for the initial membership period.
6 Del. C. § 2A-516 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-516
§ Â
        2A-516. Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over.
Status: in_force

(1) A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered.

(2) A lessee’s acceptance of goods precludes rejection of the goods accepted. In the case of a finance lease, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it. In any other case, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured. Acceptance does not of itself impair any other remedy provided by this Article or the lease agreement for nonconformity.

(3) If a tender has been accepted:

(a) Within a reasonable time after the lessee discovers or should have discovered any default, the lessee shall notify the lessor and the supplier, if any, or be barred from any remedy against the party not notified;

(b) Except in the case of a consumer lease, within a reasonable time after the lessee receives notice of litigation for infringement or the like (Section 2A-211) the lessee shall notify the lessor or be barred from any remedy over for liability established by the litigation; and

(c) The burden is on the lessee to establish any default.

(4) If a lessee is sued for breach of a warranty or other obligation for which a lessor or a supplier is answerable over, the following apply:

(a) The lessee may give the lessor or the supplier, or both, written notice of the litigation. If the notice states that the person notified may come in and defend and that if the person notified does not do so that person will be bound in any action against that person by the lessee by any determination of fact common to the 2 litigations, then unless the person notified after seasonable receipt of the notice does come in and defend that person is so bound.

(b) The lessor or the supplier may demand in writing that the lessee turn over control of the litigation including settlement if the claim is one for infringement or the like (Section 2A-211) or else be barred from any remedy over. If the demand states that the lessor or the supplier agrees to bear all expense and to satisfy any adverse judgment, then unless the lessee after seasonable receipt of the demand does turn over control the lessee is so barred.

(5) Subsections (3) and (4) apply to any obligation of a lessee to hold the lessor or the supplier harmless against infringement or the like (Section 2A-211).
6 Del. C. § 2423B — Delaware Code / Title 6 / Chapter 24B / Subchapter III / Section 2423B
§ Â
        2423B. Notice of transfer of deed or title.
Status: reserved

(a) If a foreclosure reconveyance is included in a foreclosure consulting contract or arranged after the execution of a foreclosure consulting contract, the foreclosure purchaser shall provide the homeowner with a document entitled “NOTICE OF TRANSFER OF DEED OR TITLE”.

(b) The “Notice of Transfer of Deed or Title” shall:

(1) Contain the entire agreement of the parties;

(2) Be printed in at least 12-point type;

(3) Be dated and personally signed, with each page being initialed by both the homeowner of the residence in foreclosure and the foreclosure purchaser and witnessed and acknowledged by a notary public in the presence of the homeowner at the time the contract is signed by the homeowner;

(4) Describe in detail the terms of any foreclosure reconveyance including:

a. The name, business address, telephone number, and facsimile number of the person to whom the deed or title will be transferred;

b. The address of the residence in foreclosure;

c. The total consideration to be given by the foreclosure purchaser, the foreclosure consultant, and any other party as a result of the transfer;

d. The time at which title is to be transferred to the foreclosure purchaser and the terms of any conveyance;

e. Any financial or legal obligations that the homeowner may remain subject to, including a description of any mortgages, liens, or other obligations that will remain in place;

f. A description of any services of any nature that the foreclosure purchaser will perform for the homeowner before or after the sale or transfer;

g. A complete description of the terms of any related agreement designed to allow the homeowner to remain in the home, including the terms of any rental agreement, repurchase agreement, contract for deed, land installment contract, or option to buy, and any provisions for eviction or removal of the homeowner in the case of late payment; and

h. How any repurchase price or fee associated with any transfer of title or deed back to the homeowner will be calculated; and

(5) Contain the following statement printed in at least 14-point bold-face type and located in immediate proximity to the space reserved for the homeowner’s signature:

If you change your mind about transferring ownership of your property, you, the homeowner, may cancel or rescind the transfer of the deed or title to your property at any time before midnight of the third business day that begins the day after you sign the deed or title.

To rescind this transaction, mail or deliver a signed and dated copy of the Notice of Rescission provided, or any other written notice indicating your intent to rescind, to [name of foreclosure purchaser] at [address of foreclosure purchaser].

THIS IS AN IMPORTANT LEGAL CONTRACT AND COULD RESULT IN THE LOSS OF YOUR HOME. CONTACT AN ATTORNEY FOR LEGAL ADVICE OR A HOUSING COUNSELOR APPROVED BY THE FEDERAL DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT FOR OTHER OPTIONS WITH YOUR LENDER BEFORE SIGNING.

(c) If a foreclosure reconveyance is included in a foreclosure consulting contract or arranged after the execution of a foreclosure consulting contract, the foreclosure purchaser shall provide the homeowner with a document entitled “NOTICE OF RIGHT TO RESCIND TRANSFER OF DEED OR TITLE” which shall:

(1) Be on a separate sheet of paper attached to the Notice of Transfer of Deed or Title;

(2) Be easily detachable; and

(3) Contain the following statement printed in at least 14-point type:

NOTICE OF RIGHT TO RESCIND TRANSFER OF DEED OR TITLE

[Date]

You may cancel or rescind the transfer of ownership of your property through the transfer of a deed or title before midnight of the third business day that begins the day after you sign the deed or title.

To rescind or cancel this transaction, mail or deliver a signed and dated copy of the Notice of Rescission, or any other written notice expressing a similar intent to [name of foreclosure purchaser] at [address of foreclosure purchaser].

THIS IS AN IMPORTANT LEGAL CONTRACT AND COULD RESULT IN THE LOSS OF YOUR HOME. CONTACT AN ATTORNEY FOR LEGAL ADVICE OR A HOUSING COUNSELOR APPROVED BY THE FEDERAL DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT FOR OTHER OPTIONS WITH YOUR LENDER BEFORE SIGNING.

NOTICE OF RESCISSION

To: [Name of foreclosure purchaser]

____[Address of foreclosure purchaser]

________________________________

I hereby rescind the transfer of deed or title to my property. Please return all executed documents to me.

________________________________

[Signature date] ________________________________________________________________ [Homeowner’s signature]

________________________________

(d) The foreclosure purchaser shall provide the homeowner with a copy of the Notice of Right to Rescind Transfer of Deed or Title immediately on execution of any document that includes a foreclosure reconveyance.

(e) The time during which the homeowner may rescind the contract or transfer does not begin to run until the foreclosure purchaser has complied with this section.

(f) A foreclosure reconveyance may not be carried out using a power of attorney from the homeowner.

(g) A notice of rescission need not take the particular form specified in this subchapter or any form contained in any agreement with the foreclosure consultant or foreclosure purchaser and is effective, however expressed, if it indicates the intention of the homeowner to rescind the foreclosure reconveyance agreement.

(h) The right to rescind may not be conditioned on the repayment of any funds.

(i) Within 10 days after receipt of a notice of rescission, the foreclosure purchaser shall return, without condition, any original deed, title, contract, and any other document signed by the homeowner.

(j) During the 3-day rescission period, a deed or other document affecting title to the homeowner’s residence in foreclosure may not be recorded.
6 Del. C. § 8-110 — Delaware Code / Title 6 / Article 8 / Part 1 / Section 8-110
§ Â
        8-110. Applicability; choice of law.
Status: in_force

(a) The local law of the issuer’s jurisdiction, as specified in subsection (d), governs:

(1) the validity of a security;

(2) the rights and duties of the issuer with respect to registration of transfer;

(3) the effectiveness of registration of transfer by the issuer;

(4) whether the issuer owes any duties to an adverse claimant to a security;

(5) whether an adverse claim can be asserted against a person to whom transfer of a certificated or uncertificated security is registered or a person who obtains control of an uncertificated security; and

(6) the effectiveness of a restriction on transfer of a security or an interest therein.

(b) The local law of the securities intermediary’s jurisdiction, as specified in subsection (e), governs:

(1) acquisition of a security entitlement from the securities intermediary;

(2) the rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement;

(3) whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and

(4) whether an adverse claim can be asserted against a person who acquires a security entitlement from the securities intermediary or a person who purchases a security entitlement or interest therein from an entitlement holder.

(c) The local law of the jurisdiction in which a security certificate is located at the time of delivery governs whether an adverse claim can be asserted against a person to whom the security certificate is delivered.

(d) “Issuer’s jurisdiction” means the jurisdiction under which the issuer of the security is organized or, if permitted by the law of another jurisdiction, the law of this State.

(e) The following rules determine a “securities intermediary’s jurisdiction” for purposes of this section:

(1) If an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that a particular jurisdiction is the securities intermediary’s jurisdiction for purposes of this part, this Article, or this subtitle, that jurisdiction is the securities intermediary’s jurisdiction.

(2) If paragraph (1) does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction.

(3) If neither paragraph (1) nor paragraph (2) applies and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction.

(4) If none of the preceding paragraphs applies, the securities intermediary’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the entitlement holder’s account is located.

(5) If none of the preceding paragraphs applies, the securities intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located.

(f) A securities intermediary’s jurisdiction is not determined by the physical location of certificates representing financial assets, or by the jurisdiction in which is organized the issuer of the financial asset with respect to which an entitlement holder has a security entitlement, or by the location of facilities for data processing or other record keeping concerning the account.

(g) The local law of the issuer’s jurisdiction or the securities intermediary’s jurisdiction governs a matter or transaction specified in subsection (a) or (b) even if the matter or transaction does not bear any relation to the jurisdiction.
6 Del. C. § 4608 — Delaware Code / Title 6 / Chapter 46 / Section 4608
§ Â
        4608. Administration.
Status: in_force

(a) The Commission shall implement the provisions of this chapter not expressly vested in another entity.

(b) (1) The Commission may delegate to a panel of its members any power, duty, or function vested in it by this chapter. No panel to which any power, duty, or function of the Commission is delegated shall consist of fewer than 3 members of the Commission.

(2) The Commission may delegate, to the Division, any power, duty, or function vested in it by this chapter unless the delegation is expressly prohibited. If the Commission delegates to the Division a power, duty, or function vested in it by this chapter, the delegation shall specifically state the power, duty, or function being delegated. The Commission shall not delegate its power or duty to conduct public hearings or order relief to the Division.

(c) All executive departments and agencies of the State or any political subdivision thereof shall administer their programs and activities relating to housing and urban development (including, but not limited to, any agency having regulatory or supervisory authority over financial institutions) in a manner affirmatively to further the purposes of this chapter and shall cooperate with the Commission to further such purposes.

(d) The Commission, in connection with its enforcement of this chapter:

(1) May study the nature and extent of discriminatory housing practices in representative urban, suburban and rural communities throughout the State;

(2) May publish and disseminate reports, recommendations and information derived from such studies;

(3) Shall cooperate with and render technical assistance to federal and state agencies, organizations and institutions which are formulating or carrying on programs to prevent or eliminate discriminatory housing practices;

(4) May provide similar assistance to other local public or private agencies, organizations and institutions consistent with the purposes of this chapter; and

(5) Shall administer the programs and activities relating to eliminating discriminatory housing practices in a manner affirmatively to further the purpose of this chapter.
6 Del. C. § 1-205 — Delaware Code / Title 6 / Article 1 / Part 2 / Section 1-205
§ Â
        1-205. Reasonable time; seasonableness.
Status: in_force

(a) Whether a time for taking an action required by the Uniform Commercial Code is reasonable depends on the nature, purpose, and circumstances of the action.

(b) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
6 Del. C. § 4A-104 — Delaware Code / Title 6 / Article 4A / Part 1 / Section 4A-104
§ Â
        4A-104. Funds transfer â Definitions.
Status: in_force

In this Article:

(a) “Funds transfer” means the series of transactions, beginning with the originator’s payment order, made for the purpose of making payment to the beneficiary of the order. The term includes any payment order issued by the originator’s bank or an intermediary bank intended to carry out the originator’s payment order. A funds transfer is completed by acceptance by the beneficiary’s bank of a payment order for the benefit of the beneficiary of the originator’s payment order.

(b) “Intermediary bank” means a receiving bank other than the originator’s bank or the beneficiary’s bank.

(c) “Originator” means the sender of the first payment order in a funds transfer.

(d) “Originator’s bank” means (i) the receiving bank to which the payment order of the originator is issued if the originator is not a bank, or (ii) the originator if the originator is a bank.
6 Del. C. § 7-403 — Delaware Code / Title 6 / Article 7 / Part 4 / Section 7-403
§ Â
        7-403. Obligation of bailee to deliver; excuse.
Status: in_force

(a) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subsections (b) and (c), unless and to the extent that the bailee establishes any of the following:

(1) Delivery of the goods to a person whose receipt was rightful as against the claimant;

(2) Damage to or delay, loss, or destruction of the goods for which the bailee is not liable;

(3) Previous sale or other disposition of the goods in lawful enforcement of a lien or on a warehouse’s lawful termination of storage;

(4) The exercise by a seller of its right to stop delivery pursuant to § 2-705 or by a lessor of its right to stop delivery pursuant to § 2A-526;

(5) A diversion, reconsignment, or other disposition pursuant to § 7-303;

(6) Release, satisfaction, or any other personal defense against the claimant; or

(7) Any other lawful excuse.

(b) A person claiming goods covered by a document of title shall satisfy the bailee’s lien if the bailee so requests or if the bailee is prohibited by law from delivering the goods until the charges are paid.

(c) Unless a person claiming the goods is a person against which the document of title does not confer a right under § 7-503(a):

(1) The person claiming under a document shall surrender possession or control of any outstanding negotiable document covering the goods for cancellation or indication of partial deliveries; and

(2) The bailee shall cancel the document or conspicuously indicate in the document the partial delivery or the bailee is liable to any person to which the document is duly negotiated.
6 Del. C. § 4330 — Delaware Code / Title 6 / Chapter 43 / Subchapter VII / Section 4330
§ Â
        4330. Obligation of buyer in absence of memorandum.
Status: in_force

Until the seller delivers to the buyer the memorandum as provided in § 4329 of this title, the buyer shall be obligated to pay only the cash sale price of the subsequent purchase.
6 Del. C. § 3-112 — Delaware Code / Title 6 / Article 3 / Part 1 / Section 3-112
§ Â
        3-112. Interest.
Status: in_force

(a) Unless otherwise provided in the instrument, (i) an instrument is not payable with interest, and (ii) interest on an interest-bearing instrument is payable from the date of the instrument.

(b) Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
6 Del. C. § 9-514 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-514
§ Â
        9-514. Assignment of powers of secured party of record.
Status: in_force

(a) Assignment reflected on initial financing statement. — Except as otherwise provided in subsection (c), an initial financing statement may reflect an assignment of all of the secured party’s power to authorize an amendment to the financing statement by providing the name and mailing address of the assignee as the name and address of the secured party.

(b) Assignment of filed financing statement. — Except as otherwise provided in subsection (c), a secured party of record may assign of record all or part of its power to authorize an amendment to a financing statement by filing in the filing office an amendment of the financing statement which:

(1) identifies, by its file number, the initial financing statement to which it relates;

(2) provides the name of the assignor; and

(3) provides the name and mailing address of the assignee.

(c) Assignment of record of mortgage. — An assignment of record of a security interest in a fixture covered by a record of a mortgage which is effective as a financing statement filed as a fixture filing under Section 9-502(c) may be made only by an assignment of record of the mortgage in the manner provided by law of this State other than the Uniform Commercial Code.
6 Del. C. § 17-205 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-205
§ Â
        17-205. Execution, amendment or cancellation by judicial order.
Status: in_force

(a) If a person required by § 17-204 of this title to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the certificate. If the Court finds that the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate certificate.

(b) If a person required to execute a partnership agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Court of Chancery to direct the execution of the partnership agreement or amendment thereof. If the Court finds that the partnership agreement or amendment thereof should be executed and that any person so designated has failed or refused to do so, it shall enter an order granting appropriate relief.
6 Del. C. § 2405C — Delaware Code / Title 6 / Chapter 24C / Section 2405C
§ Â
        2405C. Registration procedure.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, the Attorney General shall register a person in compliance with § 2404C of this title.

(b) The Attorney General may deny registration if:

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

(2) An officer, director, member or owner of the applicant has been convicted of a crime, or suffered a civil judgment, involving dishonesty;

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

(c) Registration shall be renewed annually by using an approved form and submitting a renewal fee in the amount of $500.
6 Del. C. § 2A-524 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-524
§ Â
        2A-524. Lessorâs right to identify goods to lease contract.
Status: in_force

(1) After default by the lessee under the lease contract of the type described in Section 2A-523(1) or Section 2A-523(3)(a) or, if agreed, after other default by the lessee, the lessor may:

(a) Identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor’s or the supplier’s possession or control; and

(b) Dispose of goods (Section 2A-527(1)) that demonstrably have been intended for the particular lease contract even though those goods are unfinished.

(2) If the goods are unfinished, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization, an aggrieved lessor or the supplier may either complete manufacture and wholly identify the goods to the lease contract or cease manufacture and lease, sell, or otherwise dispose of the goods for scrap or salvage value or proceed in any other reasonable manner.
6 Del. C. § 4-406 — Delaware Code / Title 6 / Article 4 / Part 4 / Section 4-406
§ Â
        4-406. Customerâs duty to discover and report unauthorized signature or alteration.
Status: in_force

(a) A bank that sends or makes available to a customer a statement of account showing payment of items for the account shall either return or make available to the customer the items paid or provide information in the statement of account sufficient to allow the customer reasonably to identify the items paid. The statement of account provides sufficient information if the item is described by item number, amount, and date of payment.

(b) If the items are not returned to the customer, the person retaining the items shall either retain the items or, if the items are destroyed, maintain the capacity to furnish legible copies of the items until the expiration of seven years after receipt of the items. A customer may request an item from the bank that paid the item, and that bank must provide in a reasonable time either the item or, if the item has been destroyed or is not otherwise obtainable, a legible copy of the item.

(c) If a bank sends or makes available a statement of account or items pursuant to subsection (a), the customer must exercise reasonable promptness in examining the statement or the items to determine whether any payment was not authorized because of an alteration of an item or because a purported signature by or on behalf of the customer was not authorized. If, based on the statement or items provided, the customer should reasonably have discovered the unauthorized payment, the customer must promptly notify the bank of the relevant facts.

(d) If the bank proves that the customer failed, with respect to an item, to comply with the duties imposed on the customer by subsection (c), the customer is precluded from asserting against the bank:

(1) The customer’s unauthorized signature or any alteration on the item, if the bank also proves that it suffered a loss by reason of the failure; and

(2) The customer’s unauthorized signature or alteration by the same wrongdoer on any other item paid in good faith by the bank if the payment was made before the bank received notice from the customer of the unauthorized signature or alteration and after the customer had been afforded a reasonable period of time, not exceeding 30 days, in which to examine the item or statement of account and notify the bank.

(e) If subsection (d) applies and the customer proves that the bank failed to exercise ordinary care in paying the item and that the failure substantially contributed to loss, the loss is allocated between the customer precluded and the bank asserting the preclusion according to the extent to which the failure of the customer to comply with subsection (c) and the failure of the bank to exercise ordinary care contributed to the loss. If the customer proves that the bank did not pay the item in good faith, the preclusion under subsection (d) does not apply.

(f) Without regard to care or lack of care of either the customer or the bank, a customer who does not within one year after the statement or items are made available to the customer (subsection (a)) discover and report the customer’s unauthorized signature on or any alteration on the item is precluded from asserting against the bank the unauthorized signature or alteration. If there is a preclusion under this subsection, the payor bank may not recover for breach of warranty under Section 4-208 with respect to the unauthorized signature or alteration to which the preclusion applies.
6 Del. C. § 17-213 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-213
§ Â
        17-213. Certificate of correction.
Status: in_force

(a) Whenever any certificate authorized to be filed with the office of the Secretary of State under any provision of this chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously executed, such certificate may be corrected or nullified by filing with the office of the Secretary of State a certificate of correction of such certificate. If the certificate is to be corrected, the certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form and shall be executed and filed as required by this chapter. If the certificate is to be nullified, the certificate of correction shall specify the inaccuracy or defect with respect to the certificate, shall provide for the nullification of the certificate, and shall be executed and filed as required by this chapter. The certificate of correction shall be effective as of the date the original certificate was filed except as to those persons who are substantially and adversely affected by the correction or nullification, and as to those persons, the certificate of correction shall be effective from the filing date.

(b) In lieu of filing a certificate of correction, a certificate may be corrected by filing with the Secretary of State a corrected certificate which shall be executed and filed as if the corrected certificate were the certificate being corrected, and a fee equal to the fee payable to the Secretary of State for a certificate of correction as prescribed by § 17-1107 of this title shall be paid to and collected by the Secretary of State for the use of the State of Delaware in connection with the filing of the corrected certificate. The corrected certificate shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected and shall set forth the entire certificate in corrected form. A certificate corrected in accordance with this section shall be effective as of the date the original certificate was filed except as to those persons who are substantially and adversely affected by the correction and, as to those persons, the certificate as corrected shall be effective from the filing date.
6 Del. C. § 15-703 — Delaware Code / Title 6 / Chapter 15 / Subchapter VII / Section 15-703
§ Â
        15-703. Dissociated partnerâs liability to other persons.
Status: in_force

(a) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section.

(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under subchapter IX of this chapter, within 1 year after the partner’s dissociation, only if the partner is liable for the obligation under § 15-306 of this title and at the time of entering into the transaction the other party:

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

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

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

(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
6 Del. C. § 15-409 — Delaware Code / Title 6 / Chapter 15 / Subchapter IV / Section 15-409
§ Â
        15-409. Reliance on reports and information by partner or liquidating trustee.
Status: in_force

(a) A liquidating trustee of a partnership (including a limited liability partnership) shall be fully protected in relying in good faith upon the records of the partnership and upon information, opinions, reports or statements presented by a partner of the partnership, an officer or employee of the partnership, another liquidating trustee, or committees of the partnership or partners, or by any other person as to matters the liquidating trustee reasonably believes are within such other person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses of the partnership, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the partnership or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid.

(b) A partner of a limited liability partnership shall be fully protected in relying in good faith upon the records of the partnership and upon information, opinions, reports or statements presented by another partner of the partnership, an officer or employee of the partnership, a liquidating trustee, or committees of the partnership or partners, or by any other person as to matters the partner reasonably believes are within such other person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses of the partnership, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the partnership or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid.

(c) A partner of a partnership that is not a limited liability partnership shall be fully protected from liability to the partnership, its partners or other persons party to or otherwise bound by the partnership agreement in relying in good faith upon the records of the partnership and upon information, opinions, reports or statements presented by another partner of the partnership, an officer or employee of the partnership, a liquidating trustee, or committees of the partnership or partners, or by any other person as to matters the partner reasonably believes are within such other person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses of the partnership, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the partnership or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to partners or creditors might properly be paid.
6 Del. C. § 12-103 — Delaware Code / Title 6 / Article 12 / Section 12-103
§ Â
        12-103. Relation to Article 9 and consumer laws.
Status: in_force

(a) Article 9 governs in case of conflict. —

If there is conflict between this article and Article 9, Article 9 governs.

(b) Applicable consumer law and other laws. —

A transaction subject to this article is subject to any applicable rule of law that establishes a different rule for consumers, to any other statute or regulation of this State that regulates the rates, charges, agreements, and practices for loans, credit sales, or other extensions of credit, and to any consumer-protection statute or regulation of this State.
6 Del. C. § 17-1102 — Delaware Code / Title 6 / Chapter 17 / Subchapter XI / Section 17-1102
§ Â
        17-1102. Short title.
Status: in_force

This chapter may be cited as the “Delaware Revised Uniform Limited Partnership Act.”
6 Del. C. § 2405 — Delaware Code / Title 6 / Chapter 24 / Section 2405
§ Â
        2405. Registration.
Status: in_force

(a) A credit services organization shall file a registration statement with the Secretary of State before conducting business in this State. The registration statement must contain:

(1) The name and address of the credit services organization; and

(2) The name and address of any person who directly or indirectly owns or controls 10 percent or more of the outstanding shares of stock in the credit services organization.

(b) The registration statement must also contain either:

(1) A full and complete disclosure of any litigation or unresolved complaint filed with a governmental authority of this State relating to the operation of the credit services organization; or

(2) A notarized statement that states that there has been no litigation or unresolved complaint filed with a governmental authority of this State relating to the operation of the credit services organization.

(3) The name and address of the credit services organization’s agent in the State authorized to receive service of process.

(c) The credit services organization shall update the statement not later than the ninetieth day after the date on which a change in the information required in the statement occurs.

(d) Each credit services organization registering hereunder shall maintain a copy of the registration statement in the files of the credit services organization. The credit services organization shall allow a buyer to inspect the registration statement on request.

(e) The Secretary of State may charge each credit services organization that files a registration statement with the Secretary of State a reasonable fee not to exceed $100 to cover the cost of filing. The Secretary of State may not require a credit services organization to provide information other than that provided in the registration statement.

(f) The bond or surety account shall be maintained until 2 years after the date that the credit services organization ceases operations.
6 Del. C. § 12A-111 — Delaware Code / Title 6 / Chapter 12A / Section 12A-111
§ Â
        12A-111. Notarization and acknowledgment.
Status: in_force

If a law requires a signature or record to be notarized, acknowledged, verified or made under oath, the requirement is satisfied if the electronic signature of the person authorized to perform those acts, together with all other information required to be included by other applicable law, is attached to or logically associated with the signature or record.
6 Del. C. § 1-308 — Delaware Code / Title 6 / Article 1 / Part 3 / Section 1-308
§ Â
        1-308. Performance or acceptance under reservation of rights.
Status: reserved

(a) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice,” “under protest,” or the like are sufficient.

(b) Subsection (a) does not apply to an accord and satisfaction.
6 Del. C. § 17-1111 — Delaware Code / Title 6 / Chapter 17 / Subchapter XI / Section 17-1111
§ Â
        17-1111. Revival of domestic limited partnership.
Status: in_force

(a) A domestic limited partnership whose certificate of limited partnership has been canceled pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title may be revived by filing in the office of the Secretary of State a certificate of revival of limited partnership accompanied by the payment of the fee required by § 17-1107(a)(3) of this title and payment of the annual tax due under § 17-1109 of this title and all penalties and interest thereon due at the time of the cancellation of its certificate of limited partnership. The certificate of revival of limited partnership shall set forth:

(1) The name of the limited partnership at the time its certificate of limited partnership was canceled and, if such name is not available at the time of revival, the name under which the limited partnership is to be revived;

(2) The date of filing of the original certificate of limited partnership of the limited partnership;

(3) The address of the limited partnership’s registered office in the State of Delaware and the name and address of the limited partnership’s registered agent in the State of Delaware;

(4) A statement that the certificate of revival of limited partnership is filed by 1 or more general partners of the limited partnership authorized to execute and file such certificate of revival to revive the limited partnership; and

(5) Any other matters the general partner or general partners executing the certificate of revival of limited partnership determine to include therein.

(b) The certificate of revival of limited partnership shall be deemed to be an amendment to the certificate of limited partnership of the limited partnership, and the limited partnership shall not be required to take any further action to amend its certificate of limited partnership under § 17-202 of this title with respect to the matters set forth in such certificate of revival.

(c) Upon the filing of a certificate of revival of limited partnership, a limited partnership, each registered series thereof whose certificate of registered series has been cancelled as a result of the cancellation of the certificate of limited partnership of the limited partnership pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title, and each protected series thereof that has not been terminated and wound up, shall be revived with the same force and effect as if the certificate of limited partnership of the limited partnership had not been canceled pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title. Such revival shall validate all contracts, acts, matters and things made, done and performed by the limited partnership, any protected series or registered series thereof, or by the partners, employees and agents of the limited partnership or such series during the time when the certificate of limited partnership of the limited partnership was canceled pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title, with the same force and effect and to all intents and purposes as if the certificate of limited partnership of the limited partnership had remained in full force and effect. All real and personal property, and all rights and interests, which belonged to the limited partnership or any protected series or registered series thereof at the time the certificate of limited partnership of the limited partnership was canceled pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title, or which were acquired by the limited partnership or any protected series or registered series thereof following the cancellation of the certificate of limited partnership of the limited partnership pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title, and which were not disposed of prior to the time of the limited partnership’s revival, shall be vested in the limited partnership or the applicable protected series or registered series after the revival of the limited partnership as fully as they were held by the limited partnership or such series at, and after, as the case may be, the time the certificate of limited partnership of the limited partnership was canceled pursuant to § 17-104(d), § 17-104(i)(4) or § 17-1110(a) of this title. After the revival of the limited partnership, the limited partnership and any protected series or registered series thereof and the partners of the limited partnership or such series shall have the same liability for all contracts, acts, matters and things made, done or performed in the name of and on behalf of the limited partnership or such series by its partners, employees and agents as the limited partnership, such series and the partners of the limited partnership or such series would have had if the limited partnership’s certificate of limited partnership had at all times remained in full force and effect.
6 Del. C. § 17-303 — Delaware Code / Title 6 / Chapter 17 / Subchapter III / Section 17-303
§ Â
        17-303. Liability to third parties.
Status: in_force

(a) A limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of the rights and powers of a limited partner, he or she participates in the control of the business. However, if the limited partner does participate in the control of the business, he or she is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner’s conduct, that the limited partner is a general partner.

(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) of this section by virtue of possessing or, regardless of whether or not the limited partner has the rights or powers, exercising or attempting to exercise 1 or more of the following rights or powers or having or, regardless of whether or not the limited partner has the rights or powers, acting or attempting to act in 1 or more of the following capacities:

(1) To be an independent contractor for or to transact business with, including being a contractor for, or to be an agent or employee of, the limited partnership or a general partner, or to be an officer, director, stockholder, or interest holder of a corporate general partner, or to be a partner or interest holder of a partnership that is a general partner of the limited partnership, or to be a trustee, administrator, executor, custodian, fiduciary, beneficiary, or interest holder of an estate or trust which is a general partner, or to be a trustee, officer, advisor, stockholder, beneficiary, beneficial owner, or interest holder of a business trust or a statutory trust which is a general partner or to be a member, manager, agent, employee, or interest holder of a limited liability company which is a general partner;

(2) To consult with or advise a general partner or any other person with respect to any matter, including the business of the limited partnership, or to act or cause a general partner or any other person to take or refrain from taking any action, including by proposing, approving, consenting or disapproving, by voting or otherwise, with respect to any matter, including the business of the limited partnership;

(3) To act as surety, guarantor or endorser for the limited partnership or a general partner, to guaranty or assume 1 or more obligations of the limited partnership or a general partner, to borrow money from the limited partnership or a general partner, to lend money to the limited partnership or a general partner, or to provide collateral for the limited partnership or a general partner;

(4) To call, request, or attend or participate at a meeting of the partners or the limited partners;

(5) To wind up a limited partnership pursuant to § 17-803 of this title;

(6) To take any action required or permitted by law to bring, pursue or settle or otherwise terminate a derivative action in the right of the limited partnership;

(7) To serve on a committee of the limited partnership or the limited partners or partners or to appoint, elect or otherwise participate in the choice of a representative or another person to serve on any such committee, and to act as a member of any such committee directly or by or through any such representative or other person;

(8) To act or cause the taking or refraining from the taking of any action, including by proposing, approving, consenting or disapproving, by voting or otherwise, with respect to 1 or more of the following matters:

a. The dissolution and winding up of the limited partnership or an election to continue the limited partnership or an election to continue the business of the limited partnership;

b. The sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in, any asset or assets of the limited partnership;

c. The incurrence, renewal, refinancing or payment or other discharge of indebtedness by the limited partnership;

d. A change in the nature of the business;

e. The admission, removal or retention of a general partner;

f. The admission, removal or retention of a limited partner;

g. A transaction or other matter involving an actual or potential conflict of interest;

h. An amendment to the partnership agreement or certificate of limited partnership;

i. The merger or consolidation of a limited partnership;

j. In respect of a limited partnership which is registered as an investment company under the Investment Company Act of 1940, as amended [15 U.S.C. § 80a-1 et seq.], any matter required by the Investment Company Act of 1940, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, to be approved by the holders of beneficial interests in an investment company, including the electing of directors or trustees of the investment company, the approving or terminating of investment advisory or underwriting contracts and the approving of auditors;

k. The indemnification of any partner or other person;

l. The making of, or calling for, or the making of other determinations in connection with, contributions;

m. The making of, or the making of other determinations in connection with or concerning, investments, including investments in property, whether real, personal or mixed, either directly or indirectly, by the limited partnership;

n. The nomination, appointment, election or other manner of selection or removal of an independent contractor for, or an agent or employee of, the limited partnership or a general partner, or an officer, director or stockholder of a corporate general partner, or a partner of a partnership which is a general partner, or a trustee, administrator, executor, custodian or other fiduciary or beneficiary of an estate or trust which is a general partner, or a trustee, officer, advisor, stockholder or beneficiary of a business trust or a statutory trust which is a general partner, or a member or manager of a limited liability company which is a general partner, or a member of a governing body of, or a fiduciary for, any person, whether domestic or foreign, which is a general partner; or

o. Such other matters as are stated in the partnership agreement or in any other agreement or in writing;

(9) To serve on the board of directors or a committee of, to consult with or advise, to be an officer, director, stockholder, partner, member, manager, trustee, agent or employee of, or to be a fiduciary or contractor for, any person in which the limited partnership has an interest or any person providing management, consulting, advisory, custody or other services or products for, to or on behalf of, or otherwise having a business or other relationship with, the limited partnership or a general partner of the limited partnership; or

(10) Any right or power granted or permitted to limited partners under this chapter and not specifically enumerated in this subsection.

(c) The enumeration in subsection (b) of this section does not mean that the possession or exercise of any other powers or having or acting in other capacities by a limited partner constitutes participation by him or her in the control of the business of the limited partnership.

(d) A limited partner does not participate in the control of the business within the meaning of subsection (a) of this section by virtue of the fact that all or any part of the name of such limited partner is included in the name of the limited partnership.

(e) This section does not create rights or powers of limited partners. Such rights and powers may be created only by a certificate of limited partnership, a partnership agreement or any other agreement or in writing, or other sections of this chapter.

(f) A limited partner does not participate in the control of the business within the meaning of subsection (a) of this section regardless of the nature, extent, scope, number or frequency of the limited partner’s possessing or, regardless of whether or not the limited partner has the rights or powers, exercising or attempting to exercise 1 or more of the rights or powers or having or, regardless of whether or not the limited partner has the rights or powers, acting or attempting to act in 1 or more of the capacities which are permitted under this section.
6 Del. C. § 7701 — Delaware Code / Title 6 / Chapter 77 / Section 7701
§ Â
        7701. Short title; purpose.
Status: in_force

(a) This chapter shall be known and may be cited as the “Delaware Voluntary Alternative Dispute Resolution Act.”

(b) The purposes of the Delaware Voluntary Alternative Dispute Resolution Act are to provide a means to resolve business disputes without litigation and to permit parties to agree, prior to any disputes arising between them, to utilize alternative dispute resolution techniques if a dispute occurs. An interpretation of the provisions of this chapter shall seek to achieve these purposes.
6 Del. C. § 2-703 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-703
§ Â
        2-703. Sellerâs remedies in general.
Status: in_force

Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (Section 2-612), then also with respect to the whole undelivered balance, the aggrieved seller may

(a) withhold delivery of such goods;

(b) stop delivery by any bailee as hereafter provided (Section 2-705);

(c) proceed under the next section respecting goods still unidentified to the contract;

(d) resell and recover damages as hereafter provided (Section 2-706);

(e) recover damages for non-acceptance (Section 2-708) or in a proper case the price (Section 2-709);

(f) cancel.
6 Del. C. § 4-404 — Delaware Code / Title 6 / Article 4 / Part 4 / Section 4-404
§ Â
        4-404. Bank not obliged to pay check more than six months old.
Status: in_force

A bank is under no obligation to a customer having a checking account to pay a check, other than a certified check, which is presented more than six months after its date, but it may charge its customer’s account for a payment made thereafter in good faith.
6 Del. C. § 2722 — Delaware Code / Title 6 / Chapter 27 / Subchapter III / Section 2722
§ Â
        2722. Supplierâs requirement to repurchase.
Status: in_force

(a) Whenever a contract agreement between a dealer and a supplier is terminated by either party, the supplier shall repurchase the dealer’s inventory as provided in this subchapter unless the dealer chooses to keep the inventory.

(b) If the dealer principal who is a party to a contract agreement dies or becomes incompetent, the supplier shall, at the option of the personal representative or guardian, repurchase the inventory as if the agreement had been terminated. The personal representative or guardian has 1 year from the date of the death or incompetency of the dealer principal to exercise the option under this subchapter.

(c) This subchapter does not apply to a supplier that does not require the dealer to order and maintain an inventory in excess of $25,000 at current net price from the supplier.
6 Del. C. § A-304 — Delaware Code / Title 6 / Article A / Part 3 / Section A-304
§ Â
        A-304. Effectiveness of actions taken before effective date.
Status: in_force

(a) Pre-effective-date action; attachment and perfection before adjustment date. —

If action, other than the filing of a financing statement, is taken before August 18, 2023, and the action would have resulted in perfection of the security interest had the security interest become enforceable before August 18, 2023, the action is effective to perfect a security interest that attaches under the amending Act before the adjustment date. An attached security interest becomes unperfected on the adjustment date unless the security interest becomes a perfected security interest under the amending Act before the adjustment date.

(b) Pre-effective-date filing. —

The filing of a financing statement before August 18, 2023, is effective to perfect a security interest on August 18, 2023, to the extent the filing would satisfy the requirements for perfection under the amending Act.

(c) Pre-effective-date enforceability action. —

The taking of an action before August 18, 2023, is sufficient for the enforceability of a security interest on August 18, 2023, if the action would satisfy the requirements for enforceability under the amending Act.
6 Del. C. § 2502E — Delaware Code / Title 6 / Chapter 25E / Section 2502E
§ Â
        2502E. Purpose.
Status: in_force

The purpose of this chapter is to provide for the temporary suspension of judicial and administrative proceedings in Delaware that may adversely affect the civil rights of federal workers during a shutdown. The provisions of this chapter are intended to be supplemental to any rights that federal workers have under any applicable federal statutes and under any other applicable laws of this State.
6 Del. C. § 9-603 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-603
§ Â
        9-603. Agreement on standards concerning rights and duties.
Status: in_force

(a) Agreed standards. — The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of a secured party under a rule stated in Section 9-602 if the standards are not manifestly unreasonable.

(b) Agreed standards inapplicable to breach of peace. — Subsection (a) does not apply to the duty under Section 9-609 to refrain from breaching the peace.
6 Del. C. § 2513D — Delaware Code / Title 6 / Chapter 25D / Section 2513D
§ Â
        2513D. Enforcement.
Status: in_force

(a) The Attorney General shall have the same authority to enforce and carry out this Chapter 25D as is granted by Chapter 25 of Title 29 and by §§ 2511-2527 and 2531-2536 of this title.

(b) If a court or tribunal of competent jurisdiction finds that any person has violated this Chapter 25D, the Attorney General, upon petition to the court or tribunal, shall recover from the person, on behalf of the State, in addition to all costs, a civil penalty of not more than $10,000 per violation pursuant to § 2533 of this title. Where such violation is wilful, each day that a wilful violation continues shall be considered a separate violation.

(c) For the purpose of this chapter, a “wilful violation” occurs when the party committing the violation knew that the party’s conduct was of the nature prohibited by this chapter.
6 Del. C. § 9-523 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-523
§ Â
        9-523. Information from filing office; sale or license of records.
Status: in_force

(a) Acknowledgment of filing written record. — If a person that files a written record requests an acknowledgment of the filing, the filing office shall send to the person an image of the record showing the number assigned to the record pursuant to Section 9-519(a)(1) and the date and time of the filing of the record. However, if the person furnishes a copy of the record to the filing office, the filing office may instead:

(1) note upon the copy the number assigned to the record pursuant to Section 9-519(a)(1) and the date and time of the filing of the record; and

(2) send the copy to the person.

(b) Acknowledgment of filing other record. — If a person files a record other than a written record, the filing office shall communicate to the person an acknowledgment that provides:

(1) the information in the record;

(2) the number assigned to the record pursuant to Section 9-519(a)(1); and

(3) the date and time of the filing of the record.

(c) Communication of requested information. — The filing office shall communicate or otherwise make available in a record the following information to any person that requests it:

(1) whether there is on file on a date and time specified by the filing office, but not a date earlier than three business days before the filing office receives the request, any financing statement that:

(A) designates a particular debtor;

(B) has not lapsed under Section 9-515 with respect to all secured parties of record; and

(C) if the request so states, has lapsed under Section 9-515 and a record of which is maintained by the filing office under Section 9-522(a);

(2) the date and time of filing of each financing statement; and

(3) the information provided in each financing statement.

(d) Medium for communicating information. — In complying with its duty under subsection (c), the filing office may communicate information in any medium. However, if requested, the filing office shall communicate information by issuing a record that can be admitted into evidence in the courts of this State without extrinsic evidence of its authenticity.

(e) Timeliness of filing office performance. — The filing office shall perform the acts required by subsections (a) through (d) at the time and in the manner prescribed by filing-office rule.

(f) Public availability of records. — At least weekly, the office of the Secretary of State may offer to sell or license to the public on a nonexclusive basis, in bulk, copies of all records filed in it under this part, in every medium from time to time available to the filing office.
6 Del. C. § 3313 — Delaware Code / Title 6 / Chapter 33 / Section 3313
§ Â
        3313. Injury to business reputation; dilution.
Status: in_force

Likelihood of injury to business reputation or of dilution of the distinctive quality of a mark registered under this chapter, or a mark valid at common law or a trade name valid at common law, shall be a ground for injunctive relief notwithstanding the absence of competition between the parties, or the absence of confusion as to the source of goods or services.
6 Del. C. § 2A-511 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-511
§ Â
        2A-511. Merchant lesseeâs duties as to rightfully rejected goods.
Status: in_force

(1) Subject to any security interest of a lessee (Section 2A-508(5)), if a lessor or a supplier has no agent or place of business at the market of rejection, a merchant lessee, after rejection of goods in his or her possession or control, shall follow any reasonable instructions received from the lessor or the supplier with respect to the goods. In the absence of those instructions, a merchant lessee shall make reasonable efforts to sell, lease, or otherwise dispose of the goods for the lessor’s account if they threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.

(2) If a merchant lessee (subsection (1)) or any other lessee (Section 2A-512) disposes of goods, he or she is entitled to reimbursement either from the lessor or the supplier or out of the proceeds for reasonable expenses of caring for and disposing of the goods and, if the expenses include no disposition commission, to such commission as is usual in the trade, or, if there is none, to a reasonable sum not exceeding 10 percent of the gross proceeds.

(3) In complying with this section or Section 2A-512, the lessee is held only to good faith. Good faith conduct hereunder is neither acceptance or conversion nor the basis of an action for damages.

(4) A purchaser who purchases in good faith from a lessee pursuant to this section or Section 2A-512 takes the goods free of any rights of the lessor and the supplier even though the lessee fails to comply with 1 or more of the requirements of this Article.
6 Del. C. § 18-401 — Delaware Code / Title 6 / Chapter 18 / Subchapter IV / Section 18-401
§ Â
        18-401. Admission of managers.
Status: in_force

A person may be named or designated as a manager of the limited liability company as provided in § 18-101(12) of this title.
6 Del. C. § 2708 — Delaware Code / Title 6 / Chapter 27 / Subchapter I / Section 2708
§ Â
        2708. Choice of law.
Status: in_force

(a) The parties to any contract, agreement or other undertaking, contingent or otherwise, may agree in writing that the contract, agreement or other undertaking shall be governed by or construed under the laws of this State, without regard to principles of conflict of laws, or that the laws of this State shall govern, in whole or in part, any or all of their rights, remedies, liabilities, powers and duties if the parties, either as provided by law or in the manner specified in such writing are:

(1) Subject to the jurisdiction of the courts of, or arbitration in, Delaware; and

(2) May be served with legal process.

The foregoing shall conclusively be presumed to be a significant, material and reasonable relationship with this State and shall be enforced whether or not there are other relationships with this State.

(b) Any person may maintain an action in a court of competent jurisdiction in this State where the action or proceeding arises out of or relates to any contract, agreement or other undertaking for which a choice of Delaware law has been made in whole or in part and which contains the provision permitted by subsection (a) of this section.

(c) This section shall not apply to any contract, agreement or other undertaking:

(1) To the extent provided to the contrary in § 1-301(c) of this title; or

(2) Involving less than $100,000.

(d) In the event that any provision hereof shall be held to be invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision hereof. Any provision hereof which is held to be invalid or unenforceable only in part or degree or under specific facts, shall remain in full force and effect to the extent, and with respect to facts in connection with which, it has not been held to be invalid or unenforceable.

(e) This section shall not limit any jurisdiction otherwise existing in a court sitting in the State and shall not affect the validity of any other choice of law provisions in any contract, agreement or other undertaking.
6 Del. C. § 2A-522 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-522
§ Â
        2A-522. Lesseeâs right to goods on lessorâs insolvency.
Status: in_force

(1) Subject to subsection (2) and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract (Section 2A-217) on making and keeping good a tender of any unpaid portion of the rent and security due under the lease contract may recover the goods identified from the lessor if the lessor becomes insolvent within 10 days after receipt of the first installment of rent and security.

(2) A lessee acquires the right to recover goods identified to a lease contract only if they conform to the lease contract.
6 Del. C. § 4722 — Delaware Code / Title 6 / Chapter 47 / Subchapter II / Section 4722
§ Â
        4722. Receipts of purchase required for resale; maintenance and inspection of records; destruction or obliteration of receipts.
Status: in_force

(a) No unused property merchant shall offer any new and unused property for sale at an unused property market for which the merchant does not possess a receipt of sale or equivalent documentary evidence of true ownership.

(b) Every unused property merchant shall maintain receipts for the purchase of, or other documentary evidence of true ownership of, new and unused property for a period of not less than 2 years from the date of acquisition by the unused property merchant.

(c) Receipts for the purchase for new and unused property, and any other documentary evidence of true ownership, must contain at least:

(1) The date of the transaction;

(2) The name and address of the person, corporation or entity from whom the new and unused property was acquired;

(3) An identification and description of the new and unused property acquired;

(4) The price paid for such new and unused property; and

(5) The signature of the seller and buyer of the new and unused property.

(d) No unused property merchant shall:

(1) Falsify, obliterate or destroy such receipts, or knowingly allow the same to occur; or

(2) Refuse or fail, upon request, to make such receipts available for inspection within a period of time which is reasonable under the individual circumstances surrounding such request.

(e) Nothing contained in this section shall be construed to require the unused property merchant to possess such receipt on or about his or her person without reasonable notice.
6 Del. C. § 3706 — Delaware Code / Title 6 / Chapter 37 / Section 3706
§ Â
        3706. Penalties.
Status: in_force

Whoever violates this chapter shall be fined not less than $100 nor more than $500, or imprisoned not more than 3 months, or both.
6 Del. C. § 73-305 — Delaware Code / Title 6 / Chapter 73 / Subchapter III / Section 73-305
§ Â
        73-305. Advisory activities.
Status: in_force

(a) It is unlawful for an investment adviser, federal covered adviser or investment adviser representative, all as defined in this chapter, to employ any device, scheme or artifice to defraud another person, or to engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon another person.

(b) It is unlawful for an investment adviser, federal covered adviser or investment adviser representative, all as defined in this chapter, in connection with giving investment advice or otherwise acting as an investment adviser, federal covered adviser or investment adviser representative to make any untrue statement of fact that a reasonable client or prospective client would deem material or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.

(c) It is unlawful for any investment adviser or investment adviser representative to enter into, extend or renew any investment advisory contract unless it provides in writing all of the following:

(1) That the investment adviser or investment adviser representative shall not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the client, except as provided by rule or order of the Director.

(2) That no assignment of a contract may be made by the investment adviser or investment adviser representative without the consent of the other party to the contract.

(3) That the investment adviser or investment adviser representative, if a partnership, shall notify the other party to the contract of any change in the membership or the partnership within a reasonable time after the change.

(d) Subsection (c) of this section does not prohibit an investment advisory contract which provides for compensation based upon the total value of a fund averaged over a definite period, or as of definite dates or taken as of a definite date. “Assignment,” as used in subsection (c) of this section, includes any direct or indirect transfer or hypothecation of an investment advisory contract by the assignor or of a controlling block of the assignor’s outstanding voting securities by a security holder of the assignor; but if the investment adviser is a partnership, no assignment of an investment contract is considered to result from the death or withdrawal of a minority of the members of the investment adviser having only a minority interest in the business of the investment adviser, or from the admission to the investment adviser of 1 or more members who, after admission, will be only a minority of the members and will have only a minority interest in the business.

(e) It is unlawful for any investment adviser or investment adviser representative to take or have custody of any securities or funds of a client if:

(1) The Director by rule prohibits custody; or

(2) In the absence of rule, the investment adviser or investment adviser representative fails to notify the Director that such adviser or representative has or may have custody.
6 Del. C. § 2504D — Delaware Code / Title 6 / Chapter 25D / Section 2504D
§ Â
        2504D. Stay of proceedings when servicemember has notice.
Status: in_force

(a) Applicability of section. — This section applies to any civil action or proceeding, including any child custody proceeding, in which the plaintiff or defendant at the time of filing an application under this section:

(1) Is in military service or is within 90 days after termination of or release from military service; and

(2) Has received notice of the action or proceeding.

(b) Stay of proceedings. — (1) Authority for stay. — At any stage before final judgment in a civil action or proceeding in which a servicemember described in subsection (a) of this section is a party, the court may on its own motion and shall, upon application by the servicemember, stay the action for a period of not less than 90 days, if the conditions in paragraph (b)(2) of this section are met.

(2) Conditions for stay. — An application for a stay under paragraph (b)(1) of this section shall include the following:

a. A letter or other communication setting forth facts stating the manner in which current military duty requirements materially affect the servicemember’s ability to appear and stating a date when the servicemember will be available to appear.

b. A letter or other communication from the servicemember’s commanding officer stating that the servicemember’s current military duty prevents appearance and that military leave is not authorized for the servicemember at the time of the letter.

(c) Application not a waiver of defenses. — An application for a stay under this section does not constitute an appearance for jurisdictional purposes and does not constitute a waiver of any substantive or procedural defense (including a defense relating to lack of personal jurisdiction).

(d) Additional stay. — (1) Application. — A servicemember who is granted a stay of a civil action or proceeding under subsection (b) of this section may apply for an additional stay based on continuing material affect of military duty on the servicemember’s ability to appear. Such an application may be made by the servicemember at the time of the initial application under subsection (b) of this section or when it appears that the servicemember is unavailable to prosecute or defend the action. The same information required under paragraph (b)(2) of this section shall be included in an application under this subsection.

(2) Appointment of counsel when additional stay refused. — If the court refuses to grant an additional stay of proceedings under paragraph (d)(1) of this section, the court shall appoint counsel to represent the servicemember in the action or proceeding.

(e) Coordination with § 2503D of this title. — A servicemember who applies for a stay under this section and is unsuccessful may not seek the protections afforded by § 2503D of this title.
6 Del. C. § 8-405 — Delaware Code / Title 6 / Article 8 / Part 4 / Section 8-405
§ Â
        8-405. Replacement of lost, destroyed, or wrongfully taken security certificate.
Status: in_force

(a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner:

(1) so requests before the issuer has notice that the certificate has been acquired by a protected purchaser;

(2) files with the issuer a sufficient indemnity bond; and

(3) satisfies other reasonable requirements imposed by the issuer.

(b) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer’s liability is governed by Section 8-210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.
6 Del. C. § 12A-110 — Delaware Code / Title 6 / Chapter 12A / Section 12A-110
§ Â
        12A-110. Effect of change or error.
Status: in_force

If a change or error in an electronic record occurs in a transmission between parties to a transaction, the following rules apply:

(1) If the parties have agreed to use a security procedure to detect changes or errors and 1 party has conformed to the procedure, but the other party has not, and the nonconforming party would have detected the change or error had that party also conformed, the conforming party may avoid the effect of the changed or erroneous electronic record.

(2) In an automated transaction involving an individual, the individual may avoid the effect of an electronic record that resulted from an error made by the individual in dealing with the electronic agent of another person if the electronic agent did not provide an opportunity for the prevention or correction of the error and, at the time the individual learns of the error, the individual:

a. Promptly notifies the other person of the error and that the individual did not intend to be bound by the electronic record received by the other person;

b. Takes reasonable steps, including steps that conform to the other person’s reasonable instructions, to return to the other person or, if instructed by the other person, to destroy the consideration received, if any, as a result of the erroneous electronic record; and

c. Has not used or received any benefit or value from the consideration, if any, received from the other person.

(3) If neither paragraph (1) nor paragraph (2) of this section applies, the change or error has the effect provided by other law, including the law of mistake, and the parties’ contract, if any.

(4) Paragraphs (2) and (3) of this section may not be varied by agreement.
6 Del. C. § 7-503 — Delaware Code / Title 6 / Article 7 / Part 5 / Section 7-503
§ Â
        7-503. Document of title to goods defeated in certain cases.
Status: in_force

(a) A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not:

(1) Deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor’s nominee with:

(A) Actual or apparent authority to ship, store, or sell;

(B) Power to obtain delivery under § 7-403; or

(C) Power of disposition under § 2-403, 2A-304(2), 2A-305(2), 9-320, or 9-321(c) or other statute or rule of law; or

(D) Acquiesce in the procurement by the bailor or its nominee of any document.

(b) Title to goods based upon an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under § 7-504 to the same extent as the rights of the issuer or a transferee from the issuer.

(c) Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of any person to which a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with Part 4 pursuant to its own bill of lading discharges the carrier’s obligation to deliver.
6 Del. C. § 4201 — Delaware Code / Title 6 / Chapter 42 / Section 4201
§ Â
        4201. Statement of purpose.
Status: in_force

The purpose of this chapter is to safeguard the public interest against fraud, deceit and financial hardship, and to foster and encourage competition, fair dealing and prosperity in the field of health spa services by prohibiting false and misleading advertising and dishonest, deceptive and unscrupulous practices by which the public has been injured in connection with contracts for health spa services. This chapter shall be liberally construed and applied to promote its underlying purposes and policies.
6 Del. C. § 8-501 — Delaware Code / Title 6 / Article 8 / Part 5 / Section 8-501
§ Â
        8-501. Securities account; acquisition of security entitlement from securities intermediary.
Status: in_force

(a) “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.

(b) Except as otherwise provided in subsections (d) and (e), a person acquires a security entitlement if a securities intermediary:

(1) indicates by book entry that a financial asset has been credited to the person’s securities account;

(2) receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person’s securities account; or

(3) becomes obligated under other law, regulation, or rule to credit a financial asset to the person’s securities account.

(c) If a condition of subsection (b) has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.

(d) If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially endorsed to the other person, and has not been endorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.

(e) Issuance of a security is not establishment of a security entitlement.
6 Del. C. § 73-204 — Delaware Code / Title 6 / Chapter 73 / Subchapter II / Section 73-204
§ Â
        73-204. Registration of securities by qualification.
Status: in_force

(a) Any security may be registered by qualification.

(b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in § 73-205(b) of this title and the consent to service of process required by § 73-702 of this title:

(1) The name of the issuer, its address, and form of organization; the state and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged;

(2) With respect to every director and officer of the issuer, or person occupying a similar status or performing similar functions: The person’s name, address and principal occupation for the past 5 years; the amount of securities of the issuer held by the person as of a specified date within 30 days of the filing; the amount of the securities covered by the filing to which the person has indicated an intention to subscribe; and a description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past 3 years or proposed to be effected;

(3) With respect to persons covered by paragraph (b)(2) of this section: The remuneration paid during the past 12 months and estimated to be paid during the next 12 months, directly or indirectly, by the issuer (together with all predecessors, parents, subsidiaries and affiliates) to all those persons in the aggregate;

(4) With respect to any person owning of record, or beneficially 10 percent or more of the outstanding shares of any class or equity security of the issuer; the information specified in paragraph (b)(2) of this section other than the person’s occupation;

(5) With respect to every promoter if the issuer was organized within the past 3 years; the information specified in paragraph (b)(2) of this section, any amount paid within that period or intended to be paid to him or her, and the consideration for any such payment;

(6) With respect to any person on whose behalf any part of the offering is to be made in a nonissuer distribution or in a distribution in which only part of the securities are being distributed by the issuer: The person’s name and address; the amount of securities of the issuer held as of the date of the filing; a description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past 3 years or proposed to be effected; and a statement of the person’s reasons for making the offering;

(7) The capitalization and long-term debt (on both a current and a pro forma basis) of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration (whether in the form of cash, physical assets, services, patents, goodwill, or anything else) for which the issuer or any subsidiary has issued any of its securities within the past 2 years or is obligated to issue any of its securities;

(8) The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation therefrom at which any proportion of the offering is to be made to any person or class or persons other than the underwriters with a specification of any such person or class; the basis upon which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders’ fees (including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering) or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of every underwriter and every recipient of a finder’s fee; a copy of any underwriting or selling-group agreement pursuant to which the distribution is to be made, or the proposed form of any such agreement whose terms have not yet been determined, and a description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter;

(9) The estimated cash proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stating the sources of any such funds; and, if any part of the proceeds is to be used to acquire any property (including goodwill) otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons who have received commissions in connection with the acquisition, and the amounts of any such commissions and any other expense in connection with the acquisition (including the cost of borrowing money to finance the acquisition);

(10) A description of any stock options or other security options outstanding or to be created in connection with the offering, together with the amount of any such options held or to be held by every person required to be named in paragraph (b)(2), (4), (5), (6), or (8) of this section and by any person who holds or will hold 10 percent or more in the aggregate of any such options;

(11) The dates of, parties to, and general effect concisely stated of, every management or other material contract made or to be made otherwise than in the ordinary course of business if it is to be performed in whole or in part at or after the filing of the registration statement or was made within the past 2 years, together with a copy of every such contract; and a description of any pending litigation or proceeding to which the issuer is a party and which materially affects its business or assets (including any such litigation or proceeding known to be contemplated by governmental authorities);

(12) Three copies of the prospectus required by subsection (d) of this section, together with a copy of any other prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering;

(13) A specimen or copy of the security being registered; a copy of the issuer’s articles of incorporation and bylaws, or their substantial equivalents, as currently in effect; and a copy of any indenture or other instrument covering the security to be registered;

(14) A signed or conformed copy of an opinion of counsel as to the legality of the security being registered (with an English translation if it is in a foreign language), which shall state whether the security when sold will be legally issued, fully paid, and nonassessable, and if a debt security, a binding obligation of the issuer;

(15) The written consent of any accountant, engineer, appraiser, or other person whose profession gives authority to a statement made by him or her, if any such person is named as having prepared or certified the report or evaluation (other than a public and official document or statement) which is used in connection with the registration statement;

(16) A balance sheet of the issuer as of a date within the last quarter prior to the filing of the registration statement; a profit and loss statement and analysis of surplus for each of the 3 fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet, or for the period of the issuer’s and predecessor’s existence of less than 3 years; and, if any part of the proceeds of the offering is to be applied to the purchase of any business, the same financial statements which would be required of that business for the registrant;

(17) Such additional information as the Director requires by rule, regulation, or order.

(c) A registration statement under this section becomes effective when the Director so orders.

(d) As a condition of registration under this section, a prospectus containing any designated part of the information specified in subsection (b) of this section shall be sent or given to each person to whom an offer is made before or concurrently with:

(1) The first written offer made to the person (otherwise than by means of a public advertisement) by or for the account of the issuer or any other person on whose behalf the offering is being made, or by any other writer or broker-dealer who is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution;

(2) The confirmation of any sale made by or for the account of any such person;

(3) Payment pursuant to any such sale; or

(4) Delivery of the security pursuant to any such sale, whichever first occurs; provided, however, that paragraph (d)(1) of this section may be satisfied by the use of a preliminary prospectus, so designated and bearing such legend as the Director may prescribe, if a final prospectus is sent or given to each recipient of the preliminary prospectus before or concurrently with whichever event in paragraphs (d)(2), (3) and (4) of this section first occurs.

(e) Every person filing a registration statement under this section, or under § 73-203 of this title, shall pay a filing fee as provided by rule or regulation, but in no case shall the fee be less than $200 or more than $1,000. In addition, the Director may require reasonable fees for miscellaneous costs absorbed by the Investor Protection Unit for the printing, copying, filing or transcription of other documents.

(f) The Director may exercise rule making authority under § 73-102(b) of this title to establish special registration procedures for limited offerings. These procedures, including filing requirements and fees, may differ from the qualification procedures set forth above.
6 Del. C. § 1916 — Delaware Code / Title 6 / Chapter 19 / Section 1916
§ Â
        1916. Transition concerning real and personal property.
Status: in_force

(a) If, before June 25, 1997, an estate or interest in real or personal property was purportedly transferred to a nonprofit association, on June 25, 1997, the estate or interest vests in the nonprofit association unless the parties have treated the transfer as ineffective.

(b) If, before June 25, 1997, the transfer vested the estate or interest in another person to hold the estate or interest as a fiduciary for the benefit of the nonprofit association, its members, or both, on or after June 25, 1997, the fiduciary may transfer the estate or interest to the nonprofit association in its name, or the nonprofit association, by appropriate proceedings, may require that the estate or interest be transferred to it in its name.
6 Del. C. § 3312 — Delaware Code / Title 6 / Chapter 33 / Section 3312
§ Â
        3312. Infringement.
Status: in_force

Subject to common-law rights as set forth in § 3315 of this title, any person who shall:

(1) Use, without the consent of the registrant, any reproduction, counterfeit, copy or colorable imitation of a mark registered under this chapter in connection with the sale, offering for sale or advertising of any goods or services, or in connection with which such use is likely to cause confusion or to deceive as to the source or origin of such goods or services; or

(2) Reproduce, counterfeit, copy or colorably imitate any such mark and apply such reproduction, counterfeit, copy or colorable imitation to labels, signs, prints, packages, wrappers, receptacles or advertisements intended to be used upon or in conjunction with the sale or other distribution in this State of such goods or services;

shall be liable to a civil action by the owner of such registered mark for any or all of the remedies provided in § 3314 of this title, except that under paragraph (2) of this section, the registrant shall not be entitled to recover profits or damages unless the acts have been committed with knowledge that such mark is intended to be used to cause confusion or to deceive.
6 Del. C. § 4910 — Delaware Code / Title 6 / Chapter 49 / Section 4910
§ Â
        4910. Sale of dealership franchise, notice to franchiser, and right of first refusal.
Status: in_force

(a) If a new motor vehicle dealer desires to make a change in its executive management or ownership or to sell its principal assets, the new motor vehicle dealer will give the franchiser written notice of the proposed change or sale. The franchiser shall not arbitrarily refuse to agree to such proposed change or sale and may not disapprove or withhold approval of such change or sale unless the franchiser can prove:

(1) That its decision is not arbitrary; and

(2) That the new management, owner or transferee is unfit or unqualified to be a dealer based on the franchiser’s prior written, reasonable, objective standards or qualifications which directly relate to the prospective transferee’s business experience, moral character and financial qualifications.

(b) Where the franchiser rejects a proposed change or sale, the franchiser shall give written notice of the franchiser’s reasons to the new motor vehicle dealer within 60 days. If no such notice is given to the new motor vehicle dealer, the change or sale shall be deemed approved.

(c) It is unlawful for a motor vehicle franchiser to exercise the right of first refusal or other right to acquire a motor vehicle franchise from a motor vehicle franchisee as a means to influence the consideration or other terms offered by a person in connection with the acquisition of the motor vehicle franchise or to influence a person to refrain from entering into or to withdraw from, negotiations for the acquisition of the motor vehicle franchise.

(d) In the event of a proposed sale or transfer of a dealership and if the franchise agreement has a right of first refusal in favor of the manufacturer or distributor, then notwithstanding the terms of the franchise agreement, the manufacturer, distributor or franchiser shall be permitted to exercise a right of first refusal to acquire the motor vehicle dealer’s assets or ownership if all of the following requirements are met:

(1) In order to exercise the right of first refusal, the manufacturer or distributor shall notify the motor vehicle dealer in writing within 60 days of receipt of the completed proposal for the proposed sale or transfer and all related agreements.

(2) The exercise of the right of first refusal will result in the dealer receiving the same or greater consideration as the dealer has contracted to receive in connection with the proposed change of ownership or transfer.

(3) The proposed sale or transfer of the dealership’s assets does not involve the transfer or sale to a member or members of the family of 1 or more dealers or to a qualified manager with at least 2 years management experience at the dealership or to a partnership or corporation controlled by such persons.

(4) The manufacturer or distributor agrees to pay the reasonable expenses, including attorney fees which do not exceed the usual, customary and reasonable fees charged for similar work done for other clients, incurred by the proposed owner or transferee prior to the manufacturer’s or distributor’s exercise of its right of first refusal in negotiating and implementing the contract for the proposed sale or transfer of the dealership or dealership assets.

a. Such expenses and attorney fees shall be paid to the proposed new owner or transferee at the time of closing of the sale or transfer for which the manufacturer or distributor exercised its right of first refusal.

b. No payment of such expenses and attorney fees shall be required if the new owner or transferee has not submitted or caused to be submitted an accounting of those expenses within 30 days of the dealer’s receipt of the manufacturer’s or distributor’s written request for such an accounting.

c. A manufacturer or distributor may request such accounting before exercising the right of first refusal.
6 Del. C. § 2533 — Delaware Code / Title 6 / Chapter 25 / Subchapter III / Section 2533
§ Â
        2533. Remedies.
Status: in_force

(a) A person likely to be damaged by a deceptive trade practice of another may be granted an injunction against it under the principles of equity and on terms that the court considers reasonable. Proof of monetary damage, loss of profits, or intent to deceive, is not required. Relief granted for the copying of an article shall be limited to the prevention of confusion or misunderstanding as to source.

(b) The court in exceptional cases may award reasonable attorneys’ fees to the prevailing party. Costs or attorneys’ fees may be assessed against a defendant only if the court finds that defendant has wilfully engaged in a deceptive trade practice.

(c) The relief provided in this section is in addition to remedies otherwise available against the same conduct under the common law or other statutes of this State. If damages are awarded to the aggrieved party under the common law or other statutes of this State, such damages awarded shall be treble the amount of the actual damages proved.

(d) The Attorney General shall have standing to seek, on behalf of the State, any remedy enumerated in this section for any violation of § 2532 of this title that is likely to harm any person, including but not limited to individual retail purchasers and consumers of goods, services or merchandise.

(e) If a court of competent jurisdiction finds that any person has wilfully violated this subchapter, upon petition to the court by the Attorney General in the original complaint or at any time following the court’s finding of a wilful violation, the person shall forfeit and pay to the State a civil penalty of not more than $10,000 for each violation. For purposes of this subchapter, a wilful violation occurs when the person committing the violation knew or should have known that the conduct was of the nature prohibited by this subchapter.
6 Del. C. § 4A-302 — Delaware Code / Title 6 / Article 4A / Part 3 / Section 4A-302
§ Â
        4A-302. Obligations of receiving bank in execution of payment order.
Status: in_force

(a) Except as provided in subsections (b) through (d), if the receiving bank accepts a payment order pursuant to Section 4A-209(a), the bank has the following obligations in executing the order:

(1) The receiving bank is obliged to issue, on the execution date, a payment order complying with the sender’s order and to follow the sender’s instructions concerning (i) any intermediary bank or funds-transfer system to be used in carrying out the funds transfer, or (ii) the means by which payment orders are to be transmitted in the funds transfer. If the originator’s bank issues a payment order to an intermediary bank, the originator’s bank is obliged to instruct the intermediary bank according to the instruction of the originator. An intermediary bank in the funds transfer is similarly bound by an instruction given to it by the sender of the payment order it accepts.

(2) If the sender’s instruction states that the funds transfer is to be carried out telephonically or by wire transfer or otherwise indicates that the funds transfer is to be carried out by the most expeditious means, the receiving bank is obliged to transmit its payment order by the most expeditious available means, and to instruct any intermediary bank accordingly. If a sender’s instruction states a payment date, the receiving bank is obliged to transmit its payment order at a time and by means reasonably necessary to allow payment to the beneficiary on the payment date or as soon thereafter as is feasible.

(b) Unless otherwise instructed, a receiving bank executing a payment order may (i) use any funds-transfer system if use of that system is reasonable in the circumstances, and (ii) issue a payment order to the beneficiary’s bank or to an intermediary bank through which a payment order conforming to the sender’s order can expeditiously be issued to the beneficiary’s bank if the receiving bank exercises ordinary care in the selection of the intermediary bank. A receiving bank is not required to follow an instruction of the sender designating a funds-transfer system to be used in carrying out the funds transfer if the receiving bank, in good faith, determines that it is not feasible to follow the instruction or that following the instruction would unduly delay completion of the funds transfer.

(c) Unless subsection (a)(2) applies or the receiving bank is otherwise instructed, the bank may execute a payment order by transmitting its payment order by first class mail or by any means reasonable in the circumstances. If the receiving bank is instructed to execute the sender’s order by transmitting its payment order by a particular means, the receiving bank may issue its payment order by the means stated or by any means as expeditious as the means stated.

(d) Unless instructed by the sender, (i) the receiving bank may not obtain payment of its charges for services and expenses in connection with the execution of the sender’s order by issuing a payment order in an amount equal to the amount of the sender’s order less the amount of the charges, and (ii) may not instruct a subsequent receiving bank to obtain payment of its charges in the same manner.
6 Del. C. § 18-909 — Delaware Code / Title 6 / Chapter 18 / Subchapter IX / Section 18-909
§ Â
        18-909. Execution; liability.
Status: in_force

Section 18-204(d) of this title shall be applicable to foreign limited liability companies as if they were domestic limited liability companies.
6 Del. C. § 15-1204 — Delaware Code / Title 6 / Chapter 15 / Subchapter XII / Section 15-1204
§ Â
        15-1204. Effective date.
Status: in_force

This chapter takes effect January 1, 2000.
6 Del. C. § 15-807 — Delaware Code / Title 6 / Chapter 15 / Subchapter VIII / Section 15-807
§ Â
        15-807. Settlement of accounts and contributions among partners.
Status: in_force

(a) In winding up a partnership’s business or affairs, the assets of the partnership, including the contributions of the partners required by this section, must be applied to pay or make reasonable provision to pay the partnership’s obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.

(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business or affairs. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under § 15-306 of this title.

(c) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to pay or make reasonable provision to pay partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under § 15-306 of this title.

(d) If a partner fails to contribute, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to pay or make reasonable provision to pay the partnership obligations for which they are personally liable under § 15-306 of this title.

(e) A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under § 15-306 of this title.

(f) The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.

(g) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to the partnership.

(h) A limited liability partnership which has dissolved (i) shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured contractual claims, known to the limited liability partnership, (ii) shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the limited liability partnership which is the subject of a pending action, suit or proceeding to which the limited liability partnership is a party and (iii) shall make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the limited liability partnership or that have not arisen but that, based on facts known to the limited liability partnership, are likely to arise or to become known to the limited liability partnership within 10 years after the date of dissolution. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of assets available therefor. Any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited liability partnership’s affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited liability partnership by reason of such person’s actions in winding up the limited liability partnership.

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

(j) Unless otherwise agreed, a partner of a limited liability partnership who receives a distribution from a limited liability 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.

(k) Section 15-309 of this chapter shall not apply to a distribution to which this section applies.
6 Del. C. § 5112 — Delaware Code / Title 6 / Chapter 51 / Section 5112
§ Â
        5112. Stop-use, stop-removal, and removal orders.
Status: in_force

The Secretary of Agriculture shall have the power to issue stop-use orders, stop-removal orders, and removal orders with respect to weights and measures being, or susceptible of being, commercially used, and to issue stop-removal orders and removal orders with respect to packages or amounts of commodities kept, offered, or exposed for sale, sold, or in process of delivery, whenever in the course of enforcement of the provisions of this chapter the Secretary of Agriculture deems it necessary or expedient to issue such orders, and no person shall use, remove from the premises specified, or fail to remove from the premises specified any weight, measure, or package or amount of commodity contrary to the terms of a stop-use order, stop-removal order, or removal order issued under the authority of this section.
6 Del. C. § 4006 — Delaware Code / Title 6 / Chapter 40 / Section 4006
§ Â
        4006. Purchaserâs obligations.
Status: in_force

To obtain remedies under § 4005 of this title, the purchaser shall comply with all of the following requirements:

(1) Notify the seller as soon as practicable, but in no case more than 10 days after the diagnosis by a licensed veterinarian of a medical or health problem, including a congenital or hereditary condition, for which a remedy is requested. Such notice shall include the name and telephone number of the veterinarian providing the diagnosis.

(2) In the case of illness or disease, provide a written statement from a licensed veterinarian within 10 days of diagnosis stating that the animal is clinically ill, suffers from a congenital or hereditary condition, or has symptoms of a contagious infectious disease that existed on or before delivery to the purchaser and that adversely affects the health of the animal. At the request of the seller, the purchaser shall also take the animal for an examination by a licensed veterinarian of the seller’s choice. The cost of such examination shall be paid by the seller. In the case of death, the seller may have his or her veterinarian perform a necropsy, and all other provisions of this section shall apply.

(3) The veterinarian’s statement required under this section shall include all of the following:

a. The purchaser’s name and address.

b. The date or dates on which the animal was examined.

c. The breed and age of the animal, if known.

d. That the veterinarian examined the animal.

e. That the animal has or had an illness or condition subject to a remedy under § 4005 of this title.

f. The precise findings of the examination or necropsy, including laboratory results or copies of laboratory reports.
6 Del. C. § 4307 — Delaware Code / Title 6 / Chapter 43 / Subchapter II / Section 4307
§ Â
        4307. Insurance; cost and procurance of; notice or copy of policy to be furnished to buyer.
Status: in_force

If the cost of any insurance is included in the contract and a separate charge is made to the buyer for such insurance:

(1) The contract shall state whether the insurance is to be procured by the buyer or the seller;

(2) The amount included for the insurance shall not exceed the premiums chargeable in accordance with the rate fixed for such insurance by the insurer;

(3) If the insurance is to be procured by the seller or holder, the seller or holder shall, within 45 days after delivery of the goods or furnishing of the services under the contract, deliver, mail or cause to be mailed to the buyer, at the seller’s or holder’s address as specified in the contract, a notice thereof or a copy of the policy or policies of insurance or a certificate or certificates of the insurance so procured.
6 Del. C. § 2706 — Delaware Code / Title 6 / Chapter 27 / Subchapter I / Section 2706
§ Â
        2706. Settlement and release of claims by persons of the age of 18 years or older.
Status: in_force

Any person of the age of 18 years or older may settle and compromise any claim, demand, or action of any nature which that person may have or which may be asserted against that person without the interference of a guardian, trustee, or the like, and the release and acquittal of such person shall be valid and legally effective for all intents and purposes in law or in equity and shall bind all heirs, executors and administrators.
6 Del. C. § 2516 — Delaware Code / Title 6 / Chapter 25 / Subchapter II / Section 2516
§ Â
        2516. Attorney Generalâs investigative demand â Limitations.
Status: in_force

No such demand shall:

(1) Contain any requirement which would be held to be unreasonable if contained in a subpoena issued by a court of this State in aid of a grand jury investigation of an alleged violation of this subchapter; or

(2) Require the production of any evidence which would be privileged from disclosure if demanded by a subpoena issued by a court of this State in aid of a grand jury investigation of an alleged violation of this subchapter.
6 Del. C. § 5009 — Delaware Code / Title 6 / Chapter 50 / Section 5009
§ Â
        5009. Enforcement.
Status: in_force

In addition to any remedies the consumer may have at law or in equity, a violation of this chapter shall be an unlawful practice as defined in § 2513 of this title. The Division of Consumer Protection shall promulgate rules and regulations in order to implement the purposes of this chapter.
6 Del. C. § 8-103 — Delaware Code / Title 6 / Article 8 / Part 1 / Section 8-103
§ Â
        8-103. Rules for determining whether certain obligations and interests are securities or financial assets.
Status: in_force

(a) A share or similar equity interest issued by a corporation, business trust, statutory trust, joint stock company, or similar entity is a security.

(b) An “investment company security” is a security. “Investment company security” means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.

(c) An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this Article, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.

(d) A writing that is a security certificate is governed by this Article and not by Article 3, even though it also meets the requirements of that Article. However, a negotiable instrument governed by Article 3 is a financial asset if it is held in a securities account.

(e) An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.

(f) A commodity contract, as defined in Section 9-102(a)(15), is not a security or a financial asset.

(g) A document of title is not a financial asset unless Section 8-102(a)(9)(iii) applies.

(h) A controllable account, controllable electronic record, or controllable payment intangible is not a financial asset unless Section 8-102(a)(9)(iii) applies.
6 Del. C. § 3602 — Delaware Code / Title 6 / Chapter 36 / Subchapter I / Section 3602
§ Â
        3602. New home construction; unfinished work and the escrow of moneys.
Status: in_force

(a) If any unfinished work is discovered prior to or at the time of the previously agreed upon final settlement date on new residential real property or a new dwelling, the vendor and/or seller shall be required to set aside from the proceeds of the sale a sum of money equal to the contractual cost required to complete any such unfinished work. If the contract does not set forth the cost, the escrowed amount shall be the fair market value of completing said unfinished work. The escrow agreement shall specify the unfinished work at issue.

(b) Said moneys shall be held in escrow for no longer than 30 days following the completion of the unfinished work. No buyer may refuse to release moneys escrowed pursuant to this section for unfinished work not specified pursuant to subsection (a) of this section.

(c) If the unfinished work specified at the final settlement has not been remedied upon the expiration of 90 days from the date of final settlement or a date agreed upon by the parties and set forth in the escrow agreement, the moneys held in escrow pursuant to this section shall be released to the buyer.

(d) Notwithstanding the above, this section shall apply only when the estimated cost to complete said unfinished work equals 1 percent or more of the contract price or when the aggregate estimated costs of completing all unfinished work equals 1 percent or more of the contract price.

(e) This section shall not apply when a buyer unilaterally requests that settlement take place on a date prior to the previously agreed upon final settlement date.

(f) To the extent the seller/vendor and the buyer agree that the buyer may withhold, at the final settlement, moneys otherwise subject to escrow under this section, such an arrangement shall be deemed in compliance with this section.
6 Del. C. § 5130 — Delaware Code / Title 6 / Chapter 51 / Section 5130
§ Â
        5130. Construction of contracts.
Status: in_force

Fractional parts of any unit of weight or measure shall mean like fractional parts of the value of such unit as prescribed or defined in §§ 5101 and 5102 of this title, and all contracts concerning the sale of commodities and services shall be construed in accordance with this requirement.
6 Del. C. § 15-1210 — Delaware Code / Title 6 / Chapter 15 / Subchapter XII / Section 15-1210
§ Â
        15-1210. Revival of statement of partnership existence.
Status: in_force

(a) A statement of partnership existence that has been canceled pursuant to § 15-111(d) or § 15-111(i)(4) or § 15-1209(a) of this title may be revived by filing in the office of the Secretary of State a certificate of revival accompanied by the payment of the fee required by § 15-1207 of this title and payment of the annual tax due under § 15-1208 of this title and all penalties and interest thereon due at the time of the cancellation of its statement of partnership existence. The certificate of revival shall set forth:

(1) The name of the partnership at the time its statement of partnership existence was canceled and, if such name is not available at the time of revival, the name under which the partnership is to be revived;

(2) The date of filing of the original statement of partnership existence of the partnership;

(3) The address of the partnership’s registered office in the State of Delaware and the name and address of the partnership’s registered agent in the State of Delaware;

(4) A statement that the certificate of revival is filed by 1 or more partners of the partnership authorized to execute and file the certificate of revival to revive the partnership; and

(5) Any other matters the partner or partners executing the certificate of revival determine to include therein.

(b) The certificate of revival shall be deemed to be an amendment to the statement of partnership existence of the partnership, and the partnership shall not be required to take any further action to amend its statement of partnership existence under § 15-105 of this title with respect to the matters set forth in the certificate of revival.

(c) Upon the filing of a certificate of revival, the statement of partnership existence of the partnership shall be revived with the same force and effect as if its statement of partnership existence had not been canceled pursuant to § 15-111(d) or § 15-111(i)(4) or § 15-1209(a) of this title.
6 Del. C. § 2A-508 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-508
§ Â
        2A-508. Lesseeâs remedies.
Status: in_force

(1) If a lessor fails to deliver the goods in conformity to the lease contract (Section 2A-509) or repudiates the lease contract (Section 2A-402), or a lessee rightfully rejects the goods (Section 2A-509) or justifiably revokes acceptance of the goods (Section 2A-517), then with respect to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (Section 2A-510), the lessor is in default under the lease contract and the lessee may:

(a) Cancel the lease contract (Section 2A-505(1));

(b) Recover so much of the rent and security as has been paid and is just under the circumstances;

(c) Cover and recover damages as to all goods affected whether or not they have been identified to the lease contract (Sections 2A-518 and 2A-520), or recover damages for nondelivery (Sections 2A-519 and 2A-520);

(d) Exercise any other rights or pursue any other remedies provided in the lease contract.

(2) If a lessor fails to deliver the goods in conformity to the lease contract or repudiates the lease contract, the lessee may also:

(a) If the goods have been identified, recover them (Section 2A-522); or

(b) In a proper case, obtain specific performance or replevy the goods (Section 2A-521).

(3) If a lessor is otherwise in default under a lease contract, the lessee may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease, and in Section 2A-519(3).

(4) If a lessor has breached a warranty, whether express or implied, the lessee may recover damages (Section 2A-519(4)).

(5) On rightful rejection or justifiable revocation of acceptance, a lessee has a security interest in goods in the lessee’s possession or control for any rent and security that has been paid and any expenses reasonably incurred in their inspection, receipt, transportation, and care and custody and may hold those goods and dispose of them in good faith and in a commercially reasonable manner, subject to Section 2A-527(5).

(6) Subject to the provisions of Section 2A-407, a lessee, on notifying the lessor of the lessee’s intention to do so, may deduct all or any part of the damages resulting from any default under the lease contract from any part of the rent still due under the same lease contract.
6 Del. C. § 2003 — Delaware Code / Title 6 / Chapter 20 / Section 2003
§ Â
        2003. Damages.
Status: in_force

(a) Except to the extent that a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation renders a monetary recovery inequitable, a complainant is entitled to recover damages for misappropriation. Damages can include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. In lieu of damages measured by any other methods, the damages caused by misappropriation may be measured by imposition of liability for a reasonable royalty for a misappropriator’s unauthorized disclosure or use of a trade secret.

(b) If wilful and malicious misappropriation exists, the court may award exemplary damages in an amount not exceeding twice any award made under subsection (a) of this section.
6 Del. C. § 8-401 — Delaware Code / Title 6 / Article 8 / Part 4 / Section 8-401
§ Â
        8-401. Duty of issuer to register transfer.
Status: in_force

(a) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:

(1) under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;

(2) the endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

(3) reasonable assurance is given that the endorsement or instruction is genuine and authorized (Section 8-402);

(4) any applicable law relating to the collection of taxes has been complied with;

(5) the transfer does not violate any restriction on transfer imposed by the issuer in accordance with Section 8-204;

(6) a demand that the issuer not register transfer has not become effective under Section 8-403, or the issuer has complied with Section 8-403(b) but no legal process or indemnity bond is obtained as provided in Section 8-403(d); and

(7) the transfer is in fact rightful or is to a protected purchaser.

(b) If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person’s principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
6 Del. C. § 9-520 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-520
§ Â
        9-520. Acceptance and refusal to accept record.
Status: in_force

(a) Mandatory refusal to accept record. — A filing office shall refuse to accept a record for filing for a reason set forth in Section 9-516(b) and may not refuse to accept a record for filing for any other reason.

(b) Communication concerning refusal. — If a filing office refuses to accept a record for filing, it shall communicate to the person that presented the record the fact of and reason for the refusal and the date and time the record would have been filed had the filing office accepted it. The communication must be made at the time and in the manner prescribed by filing-office rule.

(c) When filed financing statement effective. — A filed financing statement satisfying Section 9-502(a) and (b) is effective, even if the filing office is required to refuse to accept it for filing under subsection (a). However, Section 9-338 applies to a filed financing statement providing information described in Section 9-516(b)(5) which is incorrect at the time the financing statement is filed.

(d) Separate application to multiple debtors. — If a record communicated to a filing office provides information that relates to more than one debtor, this part applies as to each debtor separately.
6 Del. C. § 17-804 — Delaware Code / Title 6 / Chapter 17 / Subchapter VIII / Section 17-804
§ Â
        17-804. Distribution of assets.
Status: in_force

(a) Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(1) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to partners and former partners under § 17-601 or § 17-604 of this title;

(2) Unless otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under § 17-601 or § 17-604 of this title; and

(3) Unless otherwise provided in the partnership agreement, to partners first for the return of their contributions and second respecting their partnership interests, in the proportions in which the partners share in distributions.

(b) A limited partnership which has dissolved:

(1) Shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured contractual claims, known to the limited partnership;

(2) Shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the limited partnership which is the subject of a pending action, suit or proceeding to which the limited partnership is a party and

(3) Shall make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the limited partnership or that have not arisen but that, based on facts known to the limited partnership, are likely to arise or to become known to the limited partnership within 10 years after the date of dissolution.

If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in the partnership agreement, any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited partnership’s affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited partnership by reason of such person’s actions in winding up the limited partnership.

(c) 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. For purposes of the immediately preceding sentence, 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. 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 (d) 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.

(d) Unless otherwise agreed, a limited partner who receives a distribution from a limited partnership to which this section applies 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.

(e) Section 17-607 of this title shall not apply to a distribution to which this section applies.
6 Del. C. § 2512 — Delaware Code / Title 6 / Chapter 25 / Subchapter II / Section 2512
§ Â
        2512. Purpose; construction.
Status: in_force

The purpose of this subchapter shall be to protect consumers and legitimate business enterprises from unfair or deceptive merchandising practices in the conduct of any trade or commerce in part or wholly within this State. It is the intent of the General Assembly that such practices be swiftly stopped and that this subchapter shall be liberally construed and applied to promote its underlying purposes and policies.
6 Del. C. § 4905 — Delaware Code / Title 6 / Chapter 49 / Section 4905
§ Â
        4905. Product liability indemnification.
Status: in_force

Notwithstanding the terms of any franchise agreement, it shall be a violation of this chapter for any new motor vehicle manufacturer to fail to indemnify and hold harmless its franchised dealers against any judgment or settlement agreed to in writing by the manufacturer for damages, including, but not limited to, court costs and reasonable attorneys’ fees of the new motor vehicle dealer, arising out of complaints, claims or lawsuits including, but not limited to, strict liability, negligence, misrepresentation, warranty (express or implied) or rescission of the sale as is defined in § 2-608 of this title, less any offset recovered by the dealer and only to the extent that the judgment or settlement relates to the alleged defective or negligent manufacture, assembly or design of new motor vehicles, parts or accessories or other functions by the manufacturer, beyond the control of the dealer.
6 Del. C. § 4-302 — Delaware Code / Title 6 / Article 4 / Part 3 / Section 4-302
§ Â
        4-302. Payor bankâs responsibility for late return of item.
Status: in_force

(a) If an item is presented to and received by a payor bank, the bank is accountable for the amount of:

(1) A demand item, other than a documentary draft, whether properly payable or not, if the bank, in any case in which it is not also the depositary bank, retains the item beyond midnight of the banking day of receipt without settling for it or, whether or not it is also the depositary bank, does not pay or return the item or send notice of dishonor until after its midnight deadline; or

(2) Any other properly payable item unless, within the time allowed for acceptance or payment of that item, the bank either accepts or pays the item or returns it and accompanying documents.

(b) The liability of a payor bank to pay an item pursuant to subsection (a) is subject to defenses based on breach of a presentment warranty (Section 4-208) or proof that the person seeking enforcement of the liability presented or transferred the item for the purpose of defrauding the payor bank.
6 Del. C. § 4901A — Delaware Code / Title 6 / Chapter 49A / Section 4901A
§ Â
        4901A. Purpose.
Status: in_force

The purpose of this chapter is to safeguard the public against fraudulent auto repair practices thereby enhancing public confidence in legitimate auto repair facilities and mechanics.
6 Del. C. § 18-201 — Delaware Code / Title 6 / Chapter 18 / Subchapter II / Section 18-201
§ Â
        18-201. Certificate of formation.
Status: in_force

(a) In order to form a limited liability company, 1 or more authorized persons must execute a certificate of formation. The certificate of formation shall be filed in the office of the Secretary of State and set forth:

(1) The name of the limited liability company;

(2) The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 18-104 of this title; and

(3) Any other matters the members determine to include therein.

(b) A limited liability company is formed at the time of the filing of the initial certificate of formation in the office of the Secretary of State or at any later date or time specified in the certificate of formation if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company’s certificate of formation.

(c) The filing of the certificate of formation in the office of the Secretary of State shall make it unnecessary to file any other documents under Chapter 31 of this title.

(d) A limited liability company agreement shall be entered into or otherwise existing either before, after or at the time of the filing of a certificate of formation and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by the limited liability company agreement.

(e) A certificate of formation substantially complies with § 18-201(a)(2) of this title if it contains the name of the registered agent and the address of the registered office even if the certificate of formation does not expressly designate such person as the registered agent or such address as the registered office or the address of the registered agent.
6 Del. C. § 12A-114 — Delaware Code / Title 6 / Chapter 12A / Section 12A-114
§ Â
        12A-114. Automated transaction.
Status: in_force

In an automated transaction, the following rules apply:

(1) A contract may be formed by the interaction of electronic agents of the parties, even if no individual was aware of or reviewed the electronic agents’ actions or the resulting terms and agreements.

(2) A contract may be formed by the interaction of an electronic agent and an individual, acting on the individual’s own behalf or for another person, including by an interaction in which the individual performs actions that the individual is free to refuse to perform and which the individual knows or has reason to know will cause the electronic agent to complete the transaction or performance.

(3) The terms of the contract are determined by the substantive law applicable to it.
6 Del. C. § 9-526 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-526
§ Â
        9-526. Filing-office rules.
Status: in_force

(a) Adoption of filing-office rules. — The Secretary of State shall adopt and publish rules to implement this Article. The filing-office rules must be:

(1) consistent with this Article; and

(2) adopted and published in accordance with Chapter 101 of Title 29 (the Delaware Administrative Procedures Act).

(b) Harmonization of rules. — To keep the filing-office rules and practices of the filing office in harmony with the rules and practices of filing offices in other jurisdictions that enact substantially this part, and to keep the technology used by the filing office compatible with the technology used by filing offices in other jurisdictions that enact substantially this part, the office of the Secretary of State, so far as is consistent with the purposes, policies, and provisions of this Article, in adopting, amending, and repealing filing-office rules, shall:

(1) consult with filing offices in other jurisdictions that enact substantially this part; and

(2) consult the most recent version of the Model Rules promulgated by the International Association of Corporate Administrators or any successor organization; and

(3) take into consideration the rules and practices of, and the technology used by, filing offices in other jurisdictions that enact substantially this part.
6 Del. C. § 9-517 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-517
§ Â
        9-517. Effect of indexing errors.
Status: in_force

The failure of the filing office to index a record correctly does not affect the effectiveness of the filed record.
6 Del. C. § 5005D — Delaware Code / Title 6 / Chapter 50D / Section 5005D
§ Â
        5005D. Acquiring title â Permanent loaned or loaned property.
Status: in_force

(a) A museum may acquire title in the following manner to property that is on permanent loan to the museum or that was loaned for a specified term that has expired:

(1) The museum must give notice that the museum is terminating the loan of the property.

(2) The notice that the loan of the property is terminated must include a statement containing substantially the following information:

“The records at (name of museum) indicate that you have property on loan to it. The museum hereby terminates the loan. If you desire to claim the property, you must contact the museum, establish your ownership of the property, and make arrangements to collect the property. If you do not contact the museum within 60 days, you will be considered to have donated the property to the museum.”

(3) If the lender does not respond to the notice of termination within 60 days after the notice required by this chapter by filing a notice of intent to preserve an interest in the property on loan, clear and unrestricted title is transferred to the museum 60 days after the notice required by this chapter was completed.

(b) If the loan of the property to a museum is not considered a permanent loan and does not have a specific expiration date, the property is considered abandoned if there has not been any written communication for at least 7 years after the date the museum took possession of the property between:

(1) The lender or the lender’s designated agent; and

(2) The museum.
6 Del. C. § 2505B — Delaware Code / Title 6 / Chapter 25B / Section 2505B
§ Â
        2505B. In-home testing.
Status: in_force

(a) A seller may perform an in-home aesthetic test and furnish to the buyer a document that conspicuously discloses the test results and that the aesthetic test is related to matters of personal taste and is not related to health. All health-related tests must be performed by a certified laboratory. Notwithstanding the preceding sentence, a seller may perform an in-home test of a water sample for nitrates, provided that if the buyer’s home is served by public water supplied by a municipal, utility or other community system, the seller also obtains at the seller’s cost a test for nitrates from a certified laboratory prior to completion of a sale and installation of a residential water treatment system.

(b) Performance of any in-home testing not in compliance with this act shall constitute an unlawful practice within the meaning of § 2513 of this title.
6 Del. C. § 2-511 — Delaware Code / Title 6 / Article 2 / Part 5 / Section 2-511
§ Â
        2-511. Tender of payment by buyer; payment by check.
Status: in_force

(1) Unless otherwise agreed tender of payment is a condition to the seller’s duty to tender and complete any delivery.

(2) Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal tender and gives any extension of time reasonably necessary to procure it.

(3) Subject to the provisions of this subtitle on the effect of an instrument on an obligation (Section 3-802 [see now Section 3-310]), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.
6 Del. C. § 8-506 — Delaware Code / Title 6 / Article 8 / Part 5 / Section 8-506
§ Â
        8-506. Duty of securities intermediary to exercise rights as directed by entitlement holder.
Status: in_force

A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. 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 either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
6 Del. C. § 4A-210 — Delaware Code / Title 6 / Article 4A / Part 2 / Section 4A-210
§ Â
        4A-210. Rejection of payment order.
Status: in_force

(a) A payment order is rejected by the receiving bank by a notice of rejection transmitted to the sender orally or in a record. A notice of rejection need not use any particular words and is sufficient if it indicates that the receiving bank is rejecting the order or will not execute or pay the order. Rejection is effective when the notice is given if transmission is by a means that is reasonable in the circumstances. If notice of rejection is given by a means that is not reasonable, rejection is effective when the notice is received. If an agreement of the sender and receiving bank establishes the means to be used to reject a payment order, (i) any means complying with the agreement is reasonable and (ii) any means not complying is not reasonable unless no significant delay in receipt of the notice resulted from the use of the noncomplying means.

(b) This subsection applies if a receiving bank other than the beneficiary’s bank fails to execute a payment order despite the existence on the execution date of a withdrawable credit balance in an authorized account of the sender sufficient to cover the order. If the sender does not receive notice of rejection of the order on the execution date and the authorized account of the sender does not bear interest, the bank is obliged to pay interest to the sender on the amount of the order for the number of days elapsing after the execution date to the earlier of the day the order is canceled pursuant to Section 4A-211(d) or the day the sender receives notice or learns that the order was not executed, counting the final day of the period as an elapsed day. If the withdrawable credit balance during that period falls below the amount of the order, the amount of interest is reduced accordingly.

(c) If a receiving bank suspends payments, all unaccepted payment orders issued to it are deemed rejected at the time the bank suspends payments.

(d) Acceptance of a payment order precludes a later rejection of the order. Rejection of a payment order precludes a later acceptance of the order.
6 Del. C. § 5110 — Delaware Code / Title 6 / Chapter 51 / Section 5110
§ Â
        5110. Investigations.
Status: in_force

The Secretary of Agriculture shall investigate complaints concerning violations of the provisions of this chapter, and shall, upon the Secretary of Agriculture’s own initiative, conduct such investigations as deemed appropriate and advisable to develop information on prevailing procedures in commercial quantity determination and on possible violations of the provisions of this chapter and to promote the general objective of accuracy in the determination and representation of quantity in commercial transactions.
6 Del. C. § 2503B — Delaware Code / Title 6 / Chapter 25B / Section 2503B
§ Â
        2503B. Definitions.
Status: in_force

(a) “Aesthetic test” shall mean, but not be limited to, a test of a water sample to determine 1 or more of the following:

(1) pH (Acidity/Alkalinity);

(2) Hardness (calcium and/or magnesium content);

(3) Iron content;

(4) Total dissolved solids;

(5) Sulphur content; and

(6) Chlorine taste and odor.

(b) “Buyer” shall mean the actual or prospective purchaser of a residential water treatment system, but does not include persons purchasing for resale.

(c) “Certified laboratory” shall mean a laboratory that is not affiliated with the seller and that is certified to analyze water samples by the Office of Drinking Water of the Division of Public Health of the State. A certified laboratory that is under common ownership with a seller of residential water treatment systems which is operated separately from the seller and which provides services to persons other than the seller shall be deemed to be not affiliated with the seller.

(d) “Door-to-door sale” shall have the meaning set forth in § 4403 of this title.

(e) “Health-related test” shall mean any test to determine whether a water sample meets a Maximum Contaminant Level (MCL) primary drinking water standard established by the United States Environmental Protection Agency under the Safe Drinking Water Act [42 U.S.C. § 300f et seq.], or by the Office of Drinking Water of the Delaware Division of Public Health.

(f) “Heavy metal test” shall mean a test that purports to detect the total content of undifferentiated metal elements in a water sample.

(g) “Place of business” shall have the meaning set forth in § 4403 of this title.

(h) “Precipitation test” shall mean a test that uses chemicals or electricity to precipitate hardness or metal ions in a water sample.

(i) “Residential water treatment systems” shall mean any device that is intended to be connected to the plumbing system of a dwelling in order to filter, purify or otherwise treat potable water.

(j) “Seller” shall have the meaning set forth in § 4403 of this title, except that for the purposes of this chapter the definition of “door-to-door” sale shall not include an exception for transactions that are subject to a right of rescission under § 125 of the Consumer Credit Protection Act (15 U.S.C. § 1635), as set forth in § 4403(3)b. of this title.
6 Del. C. § 9-314A — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-314A
§ Â
        9-314A. Perfection by possession and control of chattel paper.
Status: in_force

(a) Perfection by possession and control. —

A secured party may perfect a security interest in chattel paper by taking possession of each authoritative tangible copy of the record evidencing the chattel paper and obtaining control of each authoritative electronic copy of the electronic record evidencing the chattel paper.

(b) Time of perfection; continuation of perfection. —

A security interest is perfected under subsection (a) not earlier than the time the secured party takes possession and obtains control and remains perfected under subsection (a) only while the secured party retains possession and control.

(c) Application of Section 9-313 to perfection by possession of chattel paper. —

Section 9-313(c) and (f) through (i) applies to perfection by possession of an authoritative tangible copy of a record evidencing chattel paper.
6 Del. C. § 2805 — Delaware Code / Title 6 / Chapter 28 / Subchapter I / Section 2805
§ Â
        2805. Contracts.
Status: reserved

The operator shall deliver to the purchaser a fully executed copy of the contract, which contract shall include at least the following information:

(1) The actual date the contract is executed by the purchaser.

(2) The name of the operator and address of the principal place of business.

(3) The total financial obligation imposed upon the purchaser by the contract, including the initial purchase price and any additional charges which the purchaser may be required to pay.

(4) A description of the nature and duration of the membership being purchased.

(5) A statement that the operator, salesperson or any other person who in the business of offering for sale or transfer the rights under contracts for a fee is required by this chapter to provide each purchaser of a campground resorts membership with a copy of the operator’s disclosure statement prior to execution of such contract and that a failure to do so is a violation of this chapter.

(6) The following statement shall appear in the contract, under its own paragraph, immediately above the space reserved in the contract for the signature of the purchaser, in boldfaced type of a minimum size of 10 points:

“PURCHASER’S NONWAIVABLE RIGHT TO CANCEL”

shall appear at the beginning of said paragraph in boldfaced type of a minimum of 10 points, immediately preceding the following statement:

________________________________(Date of Transaction)

“YOU MAY CANCEL THIS CONTRACT WITHOUT ANY PENALTY OR OBLIGATION WITHIN 5 BUSINESS DAYS FROM THE ABOVE DATE.

IF YOU CANCEL, ANY PAYMENTS MADE BY YOU UNDER THE CONTRACT AND ANY NEGOTIABLE INSTRUMENT EXECUTED BY YOU WILL BE RETURNED WITHIN 15 BUSINESS DAYS FOLLOWING RECEIPT BY THE SELLER OF YOUR CANCELLATION NOTICE, AND ANY SECURITY INTEREST ARISING OUT OF THE TRANSACTION WILL BE CANCELLED. IF YOU DECIDE TO CANCEL THIS CONTRACT, YOU MUST NOTIFY THE SELLER IN WRITING BY CERTIFIED MAIL OF YOUR INTENT TO CANCEL. YOUR NOTICE OF CANCELLATION SHALL BE EFFECTIVE UPON THE DATE SENT AND SHALL BE SENT

TO:    ________________ (Name of Operator) AT    ________________ (Address of Operator)

NO PURCHASER SHOULD RELY UPON REPRESENTATIONS OTHER THAN THOSE INCLUDED IN THIS CONTRACT.”

If no interest in real property is being conveyed, the contract shall also contain the following statement:

“YOU MAY ALSO CANCEL THIS CONTRACT AT ANY TIME AFTER THE ACCOMMODATIONS OR FACILITIES ARE NO LONGER AVAILABLE AS PROVIDED IN THIS CONTRACT.”

(7) The full name of all salespersons involved in the execution of the membership camping resort contract.
6 Del. C. § 9-606 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-606
§ Â
        9-606. Time of default for agricultural lien.
Status: in_force

For purposes of this part, a default occurs in connection with an agricultural lien at the time the secured party becomes entitled to enforce the lien in accordance with the statute under which it was created.
6 Del. C. § 4326 — Delaware Code / Title 6 / Chapter 43 / Subchapter VI / Section 4326
§ Â
        4326. Default in payment of certain installments; buyer entitled to new payment schedule.
Status: in_force

In the event a contract provides for the payment of any installment which is more than double the amount of the average of the preceding installment, the buyer, upon default of this installment, shall be given an absolute right to obtain a new payment schedule. Unless agreed to by the buyer, the periodic payments under the new schedule shall not be substantially greater than the average of the preceding installments.
6 Del. C. § 18-107 — Delaware Code / Title 6 / Chapter 18 / Subchapter I / Section 18-107
§ Â
        18-107. Business transactions of member or manager with the limited liability company.
Status: in_force

Except as provided in a limited liability company agreement, a member or manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more obligations of, provide collateral for, and transact other business with, a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to any such matter as a person who is not a member or manager.
6 Del. C. § 4902B — Delaware Code / Title 6 / Chapter 49B / Section 4902B
§ Â
        4902B. Loss of use damages prohibited [For applicability of this section, see 84 Del. Laws, c. 363, Ââ3].
Status: in_force

(a) Damages incurred by rental companies for the loss of use of a rental vehicle and related administrative fees shall not be recovered from any renter, authorized driver, or the renter’s or authorized driver’s insurer. Nothing in this section shall be construed as prohibiting recovery of loss of use damages from negligent third parties.

(b) Any rental agreement or other contract inconsistent with the provisions of this section shall be deemed void as against public policy.
6 Del. C. § 2591 — Delaware Code / Title 6 / Chapter 25 / Subchapter X / Section 2591
§ Â
        2591. Short title.
Status: in_force

This subchapter may be cited as the “Delaware Charitable/Fraternal Solicitation Act of 1996.”
6 Del. C. § 15-405 — Delaware Code / Title 6 / Chapter 15 / Subchapter IV / Section 15-405
§ Â
        15-405. Actions by partnership and partners; derivative actions.
Status: in_force

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.

(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:

(1) Enforce the partner’s rights under the partnership agreement;

(2) Enforce the partner’s rights under this chapter, including:

(i) The partner’s rights under § 15-401, § 15-403 or § 15-404 of this title;

(ii) The partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to § 15-701 of this title or enforce any other right under subchapter VI or VII of this chapter; or

(iii) The partner’s right to compel a dissolution and winding up of the partnership business under § 15-801 of this title or enforce any other right under subchapter VIII of this chapter; or

(3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.

(d) A partner may bring a derivative action in the Court of Chancery in the right of a partnership to recover a judgment in the partnership’s favor.

(e) In a derivative action, the plaintiff must be a partner at the time of bringing the action and:

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

(2) The partner’s status as a partner had devolved upon the partner by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

(f) 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 the partnership or the reason for not making the effort.

(g) If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from any recovery in any such action or from a partnership.