6 Del. C. § 2001 — Delaware Code / Title 6 / Chapter 20 / Section 2001
§ Â
        2001. Definitions.
Status: in_force

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

(1) “Improper means” shall include theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy, or espionage through electronic or other means.

(2) “Misappropriation” shall mean:

a. Acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or

b. Disclosure or use of a trade secret of another without express or implied consent by a person who:

1. Used improper means to acquire knowledge of the trade secret; or

2. At the time of disclosure or use, knew or had reason to know that his or her knowledge of the trade was:

A. Derived from or through a person who had utilized improper means to acquire it;

B. Acquired under circumstances giving rise to a duty to maintain its secrecy or limit its use; or

C. Derived from or through a person who owed a duty to the person seeking relief to maintain its secrecy or limit its use; or

3. Before a material change of the person’s position, knew or had reason to know that it was a trade secret and that knowledge of it had been acquired by accident or mistake.

(3) “Person” shall mean a natural person, corporation, statutory trust, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision or agency, or any other legal or commercial entity.

(4) “Trade secret” shall mean information, including a formula, pattern, compilation, program, device, method, technique or process, that:

a. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

b. Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
6 Del. C. § 2107 — Delaware Code / Title 6 / Chapter 21 / Section 2107
§ Â
        2107. Actions by Attorney General for violations; civil penalty; equitable relief
Status: in_force

(a) The Attorney General may bring an action for any violation or threatened violation of this chapter. In any such action, the Court may assess against each defendant a civil penalty for the benefit of the State of not less than $1,000 nor more than $100,000 for each violation, or may award appropriate equitable relief, or may order a combination of civil penalty and equitable relief. The Court may also award taxable costs, investigative costs, and reasonable fees for expert witnesses and attorneys, including the Attorney General.

(b) If the defendant derives a pecuniary gain from the violation, or if the violation results in a pecuniary loss to a person or persons or public body or bodies, then as an alternative to the civil penalty assessment in subsection (a) of this section and in addition to other relief awarded, the Court may assess against each defendant a civil penalty for the benefit of the State not more than the greater of twice the gross gain or twice the gross loss.

(c) To the extent the violation occurred entirely outside the State but affected trade or commerce of this State, any pecuniary gain to the defendant or loss to persons or public bodies for purposes of accessing a civil penalty pursuant to subsection (b) of this section shall only take into account the gain or loss which can be reasonably estimated to derive from the economic activity affected by the violation in this State.
6 Del. C. § 2400B — Delaware Code / Title 6 / Chapter 24B / Subchapter I / Section 2400B
§ Â
        2400B. Short title.
Status: in_force

This chapter may be cited as the “Mortgage Rescue Fraud Protection Act.”
6 Del. C. § 2-104 — Delaware Code / Title 6 / Article 2 / Part 1 / Section 2-104
§ Â
        2-104. Definitions: âmerchantâ; âbetween merchantsâ; âfinancing agency.â
Status: in_force

(1) “Merchant” means a person who deals in goods of the kind or otherwise by his or her occupation holds himself or herself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his or her employment of an agent or broker or other intermediary who by his occupation holds himself or herself out as having such knowledge or skill.

(2) “Financing agency” means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller’s draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. “Financing agency” includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (§ 2-707).

(3) “Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
6 Del. C. § 12-106 — Delaware Code / Title 6 / Article 12 / Section 12-106
§ Â
        12-106. Discharge of account debtor on controllable account or controllable payment intangible.
Status: in_force

(a) Discharge of account debtor. —

An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying:

(1) the person having control of the controllable electronic record that evidences the controllable account or controllable payment intangible; or

(2) except as provided in subsection (b), a person that formerly had control of the controllable electronic record.

(b) Content and effect of notification. —

Subject to subsection (d), the account debtor may not discharge its obligation by paying a person that formerly had control of the controllable electronic record if the account debtor receives a notification that:

(1) is signed by a person that formerly had control or the person to which control was transferred;

(2) reasonably identifies the controllable account or controllable payment intangible;

(3) notifies the account debtor that control of the controllable electronic record that evidences the controllable account or controllable payment intangible was transferred;

(4) identifies the transferee, in any reasonable way, including by name, identifying number, cryptographic key, office, or account number; and

(5) provides a commercially reasonable method by which the account debtor is to pay the transferee.

(c) Discharge following effective notification. —

After receipt of a notification that complies with subsection (b), the account debtor may discharge its obligation by paying in accordance with the notification and may not discharge the obligation by paying a person that formerly had control.

(d) When notification ineffective. —

Subject to subsection (h), notification is ineffective under subsection (b):

(1) unless, before the notification is sent, the account debtor and the person that, at that time, had control of the controllable electronic record that evidences the controllable account or controllable payment intangible agree in a signed record to a commercially reasonable method by which a person may furnish reasonable proof that control has been transferred;

(2) to the extent an agreement between the account debtor and seller of a payment intangible limits the account debtor’s duty to pay a person other than the seller and the limitation is effective under law other than this article; or

(3) at the option of the account debtor, if the notification notifies the account debtor to:

(A) divide a payment;

(B) make less than the full amount of an installment or other periodic payment; or

(C) pay any part of a payment by more than 1 method or to more than 1 person.

(e) Proof of transfer of control. —

Subject to subsection (h), if requested by the account debtor, the person giving the notification under subsection (b) seasonably shall furnish reasonable proof, using the method in the agreement referred to in subsection (d)(1), that control of the controllable electronic record has been transferred. Unless the person complies with the request, the account debtor may discharge its obligation by paying a person that formerly had control, even if the account debtor has received a notification under subsection (b).

(f) What constitutes reasonable proof. —

A person furnishes reasonable proof under subsection (e) that control has been transferred if the person demonstrates, using the method in the agreement referred to in subsection (d)(1), that the transferee has the power to:

(1) avail itself of substantially all the benefit from the controllable electronic record;

(2) prevent others from availing themselves of substantially all the benefit from the controllable electronic record; and

(3) transfer the powers specified in paragraphs (1) and (2) to another person.

(g) Rights not waivable. —

Subject to subsection (h), an account debtor may not waive or vary its rights under subsections (d)(1) and (e) or its option under subsection (d)(3).

(h) Rule for individual under other law. —

This section is subject to law other than this article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
6 Del. C. § 17-1205  — Delaware Code / Title 6 / Chapter 17 / Subchapter XII / Section 17-1205 
§ Â
        17-1205 . Periodic statements and third-party certification.
Status: in_force

A statutory public benefit limited partnership shall no less than biennially provide its limited partners with a statement as to the limited partnership’s promotion of the public benefit or public benefits set forth in its partnership agreement and certificate of limited partnership and as to the best interests of those materially affected by the limited partnership’s conduct. The statement shall include:

(1) The objectives that have been established to promote such public benefit or public benefits and interests;

(2) The standards that have been adopted to measure the limited partnership’s progress in promoting such public benefit or public benefits and interests;

(3) Objective factual information based on those standards regarding the limited partnership’s success in meeting the objectives for promoting such public benefit or public benefits and interests; and

(4) An assessment of the limited partnership’s success in meeting the objectives and promoting such public benefit or public benefits and interests.
6 Del. C. § 1404 — Delaware Code / Title 6 / Chapter 14 / Section 1404
§ Â
        1404. Ownership of voting and nonvoting stock.
Status: in_force

(a) Except as otherwise provided in the organizational documents, all voting stock shall be owned by members; provided however, that pursuant to the organizational documents, at least a majority of each class of voting stock shall be owned by members.

(b) The nonvoting stock of a workers cooperative may be owned by any person.
6 Del. C. § 18-804 — Delaware Code / Title 6 / Chapter 18 / Subchapter VIII / Section 18-804
§ Â
        18-804. Distribution of assets.
Status: in_force

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

(1) To creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company (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 members and former members under § 18-601 or § 18-604 of this title;

(2) Unless otherwise provided in a limited liability company agreement, to members and former members in satisfaction of liabilities for distributions under § 18-601 or § 18-604 of this title; and

(3) Unless otherwise provided in a limited liability company agreement, to members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions.

(b) A limited liability company 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 liability company;

(2) Shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the limited liability company which is the subject of a pending action, suit or proceeding to which the limited liability company 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 liability company or that have not arisen but that, based on facts known to the limited liability company, are likely to arise or to become known to the limited liability company 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 limited liability company agreement, any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited liability company’s affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited liability company by reason of such person’s actions in winding up the limited liability company.

(c) A member 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 liability company 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 member 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 member under an agreement or other applicable law for the amount of a distribution.

(d) Unless otherwise agreed, a member who receives a distribution from a limited liability company 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 unless an action to recover the distribution from such member is commenced prior to the expiration of the said 3-year period and an adjudication of liability against such member is made in the said action.

(e) Section 18-607 of this title shall not apply to a distribution to which this section applies.
6 Del. C. § 15-116 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-116
§ Â
        15-116. Restated statement of partnership existence.
Status: in_force

(a) A statement of partnership existence may be restated by integrating into a single instrument all of the provisions of the statement of partnership existence which are then in effect and operative as a result of there having been theretofore filed 1 or more amendments pursuant to § 15-105(d) of this title or other instruments having the effect of amending a statement of partnership existence and the statement of partnership existence may be amended or further amended by the filing of a restated statement of partnership existence. The restated statement of partnership existence shall be specifically designated as such in its heading and shall set forth:

(1) The present name of the partnership, and if it has been changed, the name under which the partnership was originally formed;

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

(3) The information required to be included pursuant to § 15-303(a) of this title; and

(4) Any other information desired to be included therein.

(b) Upon the filing of the restated statement of partnership existence with the Secretary of State, or upon the future effective date or time of a restated statement of partnership existence as provided for therein, the initial statement of partnership existence, as theretofore amended, shall be superseded; thenceforth, the restated statement of partnership existence, including any further amendment made thereby, shall be the statement of partnership existence of the partnership, but the original date of formation of the partnership shall remain unchanged.

(c) Any amendment effected in connection with the restatement of the statement of partnership existence shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate amendment were filed to effect such amendment.
6 Del. C. § 9-105A — Delaware Code / Title 6 / Article 9 / Part 1 / Section 9-105A
§ Â
        9-105A. Control of electronic money.
Status: in_force

(a) General rule: control of electronic money. —

A person has control of electronic money if:

(1) the electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded gives the person:

(A) power to avail itself of substantially all the benefit from the electronic money; and

(B) exclusive power, subject to subsection (b), to:

(i) prevent others from availing themselves of substantially all the benefit from the electronic money; and

(ii) transfer control of the electronic money to another person or cause another person to obtain control of other electronic money as a result of the transfer of the electronic money; and

(2) the electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as having the powers under paragraph (1).

(b) Meaning of exclusive. —

Subject to subsection (c), a power is exclusive under subsection (a)(1)(B)(i) and (ii) even if:

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

(2) the power is shared with another person.

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

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

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

(2) the other person:

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

(B) is the transferor to the person of an interest in the electronic money.

(d) Presumption of exclusivity of certain powers. —

If a person has the powers specified in subsection (a)(1)(B)(i) and (ii), the powers are presumed to be exclusive.

(e) Control through another person. —

A person has control of electronic money if another person, other than the transferor to the person of an interest in the electronic money:

(1) has control of the electronic money and acknowledges that it has control on behalf of the person; or

(2) obtains control of the electronic money after having acknowledged that it will obtain control of the electronic money on behalf of the person.
6 Del. C. § 2581 — Delaware Code / Title 6 / Chapter 25 / Subchapter VIII / Section 2581
§ Â
        2581. Civil penalty; disposition of funds.
Status: in_force

(a) If any person is found to have violated any provision of this chapter, and said violation is committed against an elder person or a person with a disability, in addition to any criminal or civil penalty otherwise set forth or imposed, the court may impose an additional civil penalty not to exceed $10,000 for each violation.

(b) The civil penalties imposed pursuant to subsection (a) of this section shall be deposited with the State Treasurer and placed into the Consumer Protection Fund as created by § 2527 of this title, shall be subject to appropriation by the General Assembly, and shall be used for the investigation and prosecution of deceptive acts against elder and disabled persons and for consumer education initiatives.
6 Del. C. § 1-105 — Delaware Code / Title 6 / Article 1 / Part 1 / Section 1-105
§ Â
        1-105. Severability.
Status: in_force

If any provision or clause of the Uniform Commercial Code or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code which can be given effect without the invalid provision or application, and to this end the provisions of the Uniform Commercial Code are severable.
6 Del. C. § 12D-109 — Delaware Code / Title 6 / Chapter 12D / Section 12D-109
§ Â
        12D-109. De-identified data.
Status: in_force

(a) Nothing in this chapter shall be construed to require a controller or processor to re-identify de-identified data or pseudonymous data, or to maintain data in identifiable form, or collect, obtain, retain, or access any data or technology, in order to be capable of associating an authenticated consumer request with personal data.

(b) Nothing in this chapter shall be construed to require a controller or processor to comply with an authenticated consumer rights request if all of the following apply:

(1) The controller is not reasonably capable of associating the request with the personal data or it would be unreasonably burdensome for the controller to associate the request with the personal data.

(2) The controller does not use the personal data to recognize or respond to the specific consumer who is the subject of the personal data, or associate the personal data with other personal data about the same specific consumer.

(3) The controller does not sell the personal data to any third party or otherwise voluntarily disclose the personal data to any third party other than a processor, except as otherwise permitted in this section.

(c) The rights afforded under § 12D-104(a)(1) to (a)(4) of this title, inclusive, do not apply to pseudonymous data in cases where the controller is able to demonstrate that any information necessary to identify the consumer is kept separately and is subject to effective technical and organizational controls that prevent the controller from accessing such information.

(d) A controller that discloses pseudonymous data or de-identified data shall exercise reasonable oversight to monitor compliance with any contractual commitments to which the pseudonymous data or de-identified data is subject and shall take appropriate steps to address any breaches of those contractual commitments. The determination of the reasonableness of such oversight and the appropriateness of contractual enforcement must take into account whether the disclosed data includes data that would be sensitive data if it were re-identified.
6 Del. C. § 15-123 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-123
§ Â
        15-123. Irrevocable power of attorney or proxy.
Status: in_force

For all purposes of the laws of the State of Delaware, a power of attorney or proxy with respect to a partnership granted to any person shall be irrevocable if it states that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power or proxy. Such irrevocable power of attorney or proxy, unless otherwise provided therein, shall not be affected by subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or any other event concerning, the principal. A power of attorney or proxy with respect to matters relating to the organization, internal affairs or termination of a partnership or granted by a person as a partner or a transferee of an economic interest or by a person seeking to become a partner or a transferee of an economic interest and, in either case, granted to the partnership, a partner thereof, or any of their respective officers, directors, managers, members, partners, trustees, employees or agents shall be deemed coupled with an interest sufficient in law to support an irrevocable power or proxy. The provisions of this section shall not be construed to limit the enforceability of a power of attorney or proxy that is part of a partnership agreement.
6 Del. C. § 5-107 — Delaware Code / Title 6 / Article 5 / Section 5-107
§ Â
        5-107. Confirmer, nominated person, and adviser.
Status: in_force

(a) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request and for the account of the issuer.

(b) A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.

(c) A person requested to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment, or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the request to advise. Even if the advice is inaccurate, the letter of credit, confirmation, or amendment is enforceable as issued.

(d) A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment, or advice has the rights and obligations of an adviser under subsection (c). The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment, or advice received by the person who so notifies.
6 Del. C. § 7614 — Delaware Code / Title 6 / Chapter 76 / Section 7614
§ Â
        7614. Waiver prohibited; severability.
Status: in_force

(a) Any waiver by the lessee of this chapter shall be deemed contrary to public policy and shall be unenforceable and void.

(b) If this chapter or the application thereof to any person or circumstances is held unconstitutional, the remainder of the chapter and the application of such provision to other persons or circumstances shall not be affected thereby.
6 Del. C. § 8-407 — Delaware Code / Title 6 / Article 8 / Part 4 / Section 8-407
§ Â
        8-407. Authenticating trustee, transfer agent, and registrar.
Status: in_force

A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.
6 Del. C. § 7709 — Delaware Code / Title 6 / Chapter 77 / Section 7709
§ Â
        7709. Selection of ADR Specialist.
Status: in_force

(a) In the case of ADR proceedings that are to be held in the State, the party who initiates the proceedings shall select a panel of 3 ADR Specialists in Delaware to be considered by the parties. Unless the parties otherwise agree in writing, the ADR Specialist shall thereafter be chosen in accordance with the procedures set forth in subsections (c) through (f) of this section below.

(b) In all disputes not to be submitted to ADR in the State and unless the parties otherwise agree in writing, the ADR Specialist shall be selected by the following procedure:

(1) When there are 2 parties to the dispute, the party who initiates the ADR proceedings shall choose a panel of 3 ADR Specialists from those qualified persons who reside or have an office in either:

a. The state of incorporation or domicile of the other party to the dispute; or

b. The jurisdiction where the other party to the dispute resides as determined from the address stated on the ADR certificate on file with the Secretary of State.

(2) When there are more than 2 parties to the dispute, the party who initiates the ADR proceedings shall choose a panel of 3 ADR Specialists from those qualified persons who reside or have an office in the jurisdiction where the greatest number of the other parties to the ADR proceeding:

a. Are incorporated or domiciled; or

b. Reside as determined from the address stated on any ADR certificate on file with the Secretary of State.

If no jurisdiction has the greatest number of parties then the person initiating ADR shall choose panelists from any of the states of incorporation, domicile or residence of the other parties.

(c) The identity of the panel of the ADR Specialists shall be included in the ADR notice provided for in § 7710 of this title.

(d) Within 14 days of receiving the ADR notice provided for in § 7710 of this title a person receiving such notice shall:

(1) Select 1 of the members of the panel of ADR Specialists contained in the notice by advising the person initiating the ADR in writing of the selection; or

(2) Advise the party initiating the ADR that none of the members of the panel are acceptable.

When more than 2 persons are involved in the ADR proceedings, the ADR Specialist shall be the person chosen by the greatest number of parties and in the case of a tie in a vote, the person initiating the ADR proceedings shall choose the ADR Specialist from the ADR Specialists who received the same number of votes.

(e) Upon receiving the selection of the ADR Specialist by the other person or persons to the dispute, the person initiating the ADR proceedings shall promptly notify the ADR Specialist of that person’s selection and send copies of such notice to the other parties. If a party receiving an ADR notice provided for in § 7710 of the title does not select an ADR Specialist in a timely manner, or advise that none of the members of the panel are acceptable, the person sending the ADR notice:

(1) May select the ADR Specialist, or

(2) In the case of more than 2 parties to a dispute, may cast a vote for the ADR Specialist on behalf of the party who failed to respond to the ADR notice.

(f) If none of the ADR Specialists selected by the party initiating the ADR proceedings are acceptable to the other parties to the dispute, in the ADR proceedings that are to be held in Delaware the ADR Specialist shall be selected in accordance with the rules of the Superior Court of the State as may be adopted by that Court and approved by the Delaware Supreme Court. In ADR proceedings to be conducted outside of Delaware, in the case of a failure of the parties to agree on the ADR Specialist the Specialist shall be selected in accordance with such rules as may apply in the jurisdiction where the ADR proceedings are to be conducted or, if no such rules have been adopted, then by the American Arbitration Association.
6 Del. C. § 2608 — Delaware Code / Title 6 / Chapter 26 / Section 2608
§ Â
        2608. Administration and enforcement.
Status: in_force

The Secretary shall enforce this chapter and shall, within the limitations of available appropriations, and in accordance with the laws of this State: Employ and fix the duties and compensation of inspectors and other personnel necessary to effectuate this chapter; and shall make such reasonable rules and regulations as may be necessary to effectuate and enforce the policies of this chapter.
6 Del. C. § 9-316 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-316
§ Â
        9-316. Effect of change in governing law.
Status: in_force

(a) General rule: effect on perfection of change in governing law. — A security interest perfected pursuant to the law of the jurisdiction designated in Section 9-301(1), 9-305(c), 9-306A(d), or 9-306B(b) remains perfected until the earliest of:

(1) the time perfection would have ceased under the law of that jurisdiction;

(2) the expiration of four months after a change of the debtor’s location to another jurisdiction; or

(3) the expiration of one year after a transfer of collateral to a person that thereby becomes a debtor and is located in another jurisdiction.

(b) Security interest perfected or unperfected under law of new jurisdiction. — If a security interest described in subsection (a) becomes perfected under the law of the other jurisdiction before the earliest time or event described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earliest time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

(c) Possessory security interest in collateral moved to new jurisdiction. — A possessory security interest in collateral, other than goods covered by a certificate of title and as-extracted collateral consisting of goods, remains continuously perfected if:

(1) the collateral is located in one jurisdiction and subject to a security interest perfected under the law of that jurisdiction;

(2) thereafter the collateral is brought into another jurisdiction; and

(3) upon entry into the other jurisdiction, the security interest is perfected under the law of the other jurisdiction.

(d) Goods covered by certificate of title from this State. — Except as otherwise provided in subsection (e), a security interest in goods covered by a certificate of title which is perfected by any method under the law of another jurisdiction when the goods become covered by a certificate of title from this State remains perfected until the security interest would have become unperfected under the law of the other jurisdiction had the goods not become so covered.

(e) When subsection (d) security interests becomes unperfected against purchasers. — A security interest described in subsection (d) becomes unperfected as against a purchaser of the goods for value and is deemed never to have been perfected as against a purchaser of the goods for value if the applicable requirements for perfection under Section 9-311(b) or 9-313 are not satisfied before the earlier of:

(1) the time the security interest would have become unperfected under the law of the other jurisdiction had the goods not become covered by a certificate of title from this State; or

(2) the expiration of four months after the goods had become so covered.

(f) Change in jurisdiction of chattel paper, controllable electronic record,bank, issuer, nominated person, securities intermediary, or commodity intermediary. — A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, letter-of-credit rights, or investment property which is perfected under the law of the chattel paper’s jurisdiction, the controllable electronic record’s jurisdiction, the bank’s jurisdiction, the issuer’s jurisdiction, a nominated person’s jurisdiction, the securities intermediary’s jurisdiction, or the commodity intermediary’s jurisdiction, as applicable, remains perfected until the earlier of:

(1) the time the security interest would have become unperfected under the law of that jurisdiction; or

(2) the expiration of four months after a change of the applicable jurisdiction to another jurisdiction.

(g) Subsection (f) security interest perfected or unperfected under law of new jurisdiction. — If a security interest described in subsection (f) becomes perfected under the law of the other jurisdiction before the earlier of the time or the end of the period described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier of that time or the end of that period, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

(h) Effect on filed financing statement of change in governing law. — The following rules apply to collateral to which a security interest attaches within four months after the debtor changes its location to another jurisdiction:

(1) A financing statement filed before the change pursuant to the law of the jurisdiction designated in Section 9-301(1) or 9-305(c) is effective to perfect a security interest in the collateral if the financing statement would have been effective to perfect a security interest in the collateral had the debtor not changed its location.

(2) If a security interest perfected by a financing statement that is effective under paragraph (1) becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in Section 9-301(1) or 9-305(c) or the expiration of the four-month period, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

(i) Effect of change in governing law on financing statement filed against original debtor. — If a financing statement naming an original debtor is filed pursuant to the law of the jurisdiction designated in Section 9-301(1) or 9-305(c) and the new debtor is located in another jurisdiction, the following rules apply:

(1) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under Section 9-203(d), if the financing statement would have been effective to perfect a security interest in the collateral had the collateral been acquired by the original debtor.

(2) A security interest perfected by the financing statement and which becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in Section 9-301(1) or 9-305(c) or the expiration of the four-month period remains perfected thereafter. A security interest that is perfected by the financing statement but which does not become perfected under the law of the other jurisdiction before the earlier time or event becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.
6 Del. C. § 2506E — Delaware Code / Title 6 / Chapter 25E / Section 2506E
§ Â
        2506E. Duration and term of stays; codefendants not a federal employee.
Status: in_force

(a) Period of stay. —

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

(b) Codefendants. —

If the federal worker is a codefendant with others who are not a federal worker and who are not entitled to the relief and protections provided under this chapter, the plaintiff may proceed against those other defendants with the approval of the court.
6 Del. C. § 2532 — Delaware Code / Title 6 / Chapter 25 / Subchapter III / Section 2532
§ Â
        2532. Deceptive trade practices.
Status: in_force

(a) A person engages in a deceptive trade practice when, in the course of a business, vocation, or occupation, that person:

(1) Passes off goods or services as those of another;

(2) Causes likelihood of confusion or of misunderstanding as to the source, sponsorship, approval, or certification of goods or services;

(3) Causes likelihood of confusion or of misunderstanding as to affiliation, connection, or association with, or certification by, another;

(4) Uses deceptive representations or designations of geographic origin in connection with goods or services;

(5) Represents that goods or services have sponsorship, approval, characteristics, ingredients, uses, benefits, or quantities that they do not have, or that a person has a sponsorship, approval, status, affiliation, or connection that the person does not have;

(6) Represents that goods are original or new if they are deteriorated, altered, reconditioned, reclaimed, used, or secondhand;

(7) Represents that goods or services are of a particular standard, quality, or grade, or that goods are of a particular style or model, if they are of another;

(8) Disparages the goods, services, or business of another by false or misleading representation of fact;

(9) Advertises goods or services with intent not to sell them as advertised;

(10) Advertises goods or services with intent not to supply reasonably expectable public demand, unless the advertisement discloses a limitation of quantity;

(11) Makes false or misleading statements of fact concerning the reasons for, existence of, or amounts of, price reductions; or

(12) Engages in any other conduct which similarly creates a likelihood of confusion or of misunderstanding.

(b) In order to prevail in an action under this chapter, a complainant need not prove competition between the parties or actual confusion or misunderstanding.

(c) This section does not affect unfair trade practices otherwise actionable at common law or under other statutes of this State.
6 Del. C. § 9-522 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-522
§ Â
        9-522. Maintenance and destruction of records.
Status: in_force

(a) Post-lapse maintenance and retrieval of information. — The filing office shall maintain a record of the information provided in a filed financing statement for at least one year after the effectiveness of the financing statement has lapsed under Section 9-515 with respect to all secured parties of record. The record must be retrievable by using the name of the debtor and by using the file number assigned to the initial financing statement to which the record relates.

(b) Destruction of written records. — Except to the extent that a statute governing disposition of public records provides otherwise, the filing office immediately may destroy any written record evidencing a financing statement. However, if the filing office destroys a written record, it shall maintain another record of the financing statement which complies with subsection (a).
6 Del. C. § 4303 — Delaware Code / Title 6 / Chapter 43 / Subchapter II / Section 4303
§ Â
        4303. Date; size of printed type.
Status: in_force

A retail installment contract shall be dated and in writing; the printed portion thereof shall be in at least 8-point type.
6 Del. C. § 4606 — Delaware Code / Title 6 / Chapter 46 / Section 4606
§ Â
        4606. Aiding discriminatory practices.
Status: in_force

Notwithstanding the provisions enumerated in § 4619 of this title, it shall be unlawful to assist, induce, incite or coerce another person to commit any of the discriminatory housing practices prohibited by this chapter.
6 Del. C. § 18-1104 — Delaware Code / Title 6 / Chapter 18 / Subchapter XI / Section 18-1104
§ Â
        18-1104. Cases not provided for in this chapter.
Status: in_force

In any case not provided for in this chapter, the rules of law and equity, including the rules of law and equity relating to fiduciary duties and the law merchant, shall govern.
6 Del. C. § 18-1103 — Delaware Code / Title 6 / Chapter 18 / Subchapter XI / Section 18-1103
§ Â
        18-1103. Severability.
Status: in_force

If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end, the provisions of this chapter are severable.
6 Del. C. § 1408 — Delaware Code / Title 6 / Chapter 14 / Section 1408
§ Â
        1408. Execution of certificate.
Status: in_force

(a) Each certificate required by this chapter to be filed in the office of the Secretary of State shall be executed by an authorized officer of the workers cooperative.

(b) Unless otherwise provided in the organizational documents, any person may sign any certificate or amendment thereof or enter into any organizational document or amendment thereof by any agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereof or to enter into an organizational document or amendment thereof need not be in writing, need not be sworn to, verified or acknowledged and need not be filed in the office of the Secretary of State, but if in writing, must be retained by the workers cooperative.

(c) The execution of a certificate constitutes an oath or affirmation, under the penalties of perjury in the third degree, that, to the best of the knowledge and belief of the person executing such certificate, the facts stated therein are true.
6 Del. C. § 9-313 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-313
§ Â
        9-313. When possession by or delivery to secured party perfects security interest without filing.
Status: in_force

(a) Perfection by possession or delivery. — Except as otherwise provided in subsection (b), a secured party may perfect a security interest in goods, instruments, negotiable tangible documents, or tangible money by taking possession of the collateral. A secured party may perfect a security interest in certificated securities by taking delivery of the certificated securities under Section 8-301.

(b) Goods covered by certificate of title. — With respect to goods covered by a certificate of title issued by this State, a secured party may perfect a security interest in the goods by taking possession of the goods only in the circumstances described in Section 9-316(d).

(c) Collateral in possession of person other than debtor. — With respect to collateral other than certificated securities and goods covered by a document, a secured party takes possession of collateral in the possession of a person other than the debtor, the secured party, or a lessee of the collateral from the debtor in the ordinary course of the debtor’s business, when:

(1) the person in possession signs a record acknowledging that it holds possession of the collateral for the secured party’s benefit; or

(2) the person takes possession of the collateral after having signed a record acknowledging that it will hold possession of the collateral for the secured party’s benefit.

(d) Time of perfection by possession; continuation of perfection. — If perfection of a security interest depends upon possession of the collateral by a secured party, perfection occurs not earlier than the time the secured party takes possession and continues only while the secured party retains possession.

(e) Time of perfection by delivery; continuation of perfection. — A security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under Section 8-301 and remains perfected by delivery until the debtor obtains possession of the security certificate.

(f) Acknowledgment not required. — A person in possession of collateral is not required to acknowledge that it holds possession for a secured party’s benefit.

(g) Effectiveness of acknowledgment; no duties or confirmation. — If a person acknowledges that it holds possession for the secured party’s benefit:

(1) the acknowledgment is effective under subsection (c) or Section 8-301(a), even if the acknowledgment violates the rights of a debtor; and

(2) unless the person otherwise agrees or law other than this Article otherwise provides, the person does not owe any duty to the secured party and is not required to confirm the acknowledgment to another person.

(h) Secured party’s delivery to person other than debtor. — A secured party having possession of collateral does not relinquish possession by delivering the collateral to a person other than the debtor or a lessee of the collateral from the debtor in the ordinary course of the debtor’s business if the person was instructed before the delivery or is instructed contemporaneously with the delivery:

(1) to hold possession of the collateral for the secured party’s benefit; or

(2) to redeliver the collateral to the secured party.

(i) Effect of delivery under subsection (h); no duties or confirmation. — A secured party does not relinquish possession, even if a delivery under subsection (h) violates the rights of a debtor. A person to which collateral is delivered under subsection (h) does not owe any duty to the secured party and is not required to confirm the delivery to another person unless the person otherwise agrees or law other than this Article otherwise provides.
6 Del. C. § 2421A — Delaware Code / Title 6 / Chapter 24A / Section 2421A
§ Â
        2421A. Required language.
Status: in_force

Unless the Attorney General, by rule, provides otherwise, the disclosures and documents required by this chapter must be in English. If a provider communicates with an individual primarily in a language other than English, the provider must furnish a translation into the other language of the disclosures and documents required by this chapter.
6 Del. C. § 18-403 — Delaware Code / Title 6 / Chapter 18 / Subchapter IV / Section 18-403
§ Â
        18-403. Contributions by a manager.
Status: in_force

A manager of a limited liability company may make contributions to the limited liability company and share in the profits and losses of, and in distributions from, the limited liability company as a member. A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and, except as provided in a limited liability company agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of the manager’s participation in the limited liability company as a member.
6 Del. C. § 5142 — Delaware Code / Title 6 / Chapter 51 / Section 5142
§ Â
        5142. Administrative penalties.
Status: in_force

(a) In addition to proceeding under any other remedy available at law or in equity for a violation of this chapter or a rule or regulation adopted thereunder, or any order issued pursuant to this chapter, the Secretary, in the Secretary’s discretion, may assess an administrative penalty not less than $500 nor more than $10,000 for each offense.

(b) Prior to assessment of an administrative penalty, written notice of the Secretary’s proposal to impose such penalty shall be given to the violator, and the violator shall have 30 days from receipt of said notice to request a hearing. Any hearing, if requested, right of appeal and judicial appeal shall be conducted in accordance with Chapter 101 of Title 29. The Secretary shall render an opinion within 30 days of said hearing.

(c) In determining the amount of the penalty, the Secretary shall consider the appropriateness of such penalty to the size of the person’s ability to continue in business and the gravity of the violation. Whenever the Secretary finds the violation occurred despite the exercise of due care, the Secretary may issue a warning in lieu of assessing a penalty.
6 Del. C. § 4005 — Delaware Code / Title 6 / Chapter 40 / Section 4005
§ Â
        4005. Purchaser remedies.
Status: in_force

(a) A purchaser is entitled to a remedy from a seller pursuant to this section if after the purchase of a dog from such seller, 1 of the following subdivisions becomes applicable.

(1) Within 20 days after purchase of the animal, a licensed veterinarian states in writing that the animal suffers or has died from an illness, disease or other defect adversely affecting the animal’s health that existed in the animal on or before delivery to the purchaser. Intestinal or external parasites shall not be considered to adversely affect an animal’s health unless their presence makes the animal clinically ill.

(2) Within 2 years after purchase of the animal, a licensed veterinarian states in writing that the animal possesses or has died from a congenital or hereditary condition adversely affecting the health of the animal or that requires hospitalization or nonelective surgical procedures.

(b) A purchaser entitled to a remedy pursuant to this section may elect only 1 of the following remedies:

(1) Return the animal to the seller for a full refund of the purchase price and reimbursement for reasonable veterinary fees for diagnosis and treatment in an amount not to exceed the original purchase price of the animal.

(2) Exchange the animal for another one of purchaser’s choice having comparable value, providing such replacement animal is available, and receive reimbursement for reasonable veterinary fees for diagnosis and treatment in an amount not to exceed the original purchase price of the animal; or

(3) Retain the animal and receive reimbursement for reasonable veterinary fees for diagnosis and treatment in an amount not to exceed the original purchase price of the animal.

(c) For purposes of this section, the veterinary fees shall be deemed reasonable if the services rendered are appropriate for the diagnosis and treatment of the illness or congenital or hereditary condition made by the veterinarian and the cost of such services is comparable to that charged for similar services by other licensed veterinarians in proximity to the treating veterinarian. A veterinary fee shall be presumed reasonable in the absence of evidence to the contrary.

(d) Refunds and payment of reimbursable expenses pursuant to this section shall be made by the seller to the purchaser not later than 10 business days following receipt of the veterinarian’s statement required by § 4006 of this title, except in cases in which the entitlement to a remedy is contested pursuant to § 4008 of this title.
6 Del. C. § 2-608 — Delaware Code / Title 6 / Article 2 / Part 6 / Section 2-608
§ Â
        2-608. Revocation of acceptance in whole or in part.
Status: in_force

(1) The buyer may revoke his or her acceptance of a lot or commercial unit whose non-conformity substantially impairs its value to him or her if he or she has accepted it

(a) on the reasonable assumption that its non-conformity would be cured and it has not been seasonably cured; or

(b) without discovery of such non-conformity if his or her acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller’s assurances.

(2) Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects. It is not effective until the buyer notifies the seller of it.

(3) A buyer who so revokes has the same rights and duties with regard to the goods involved as if he or she had rejected them.
6 Del. C. § 2008 — Delaware Code / Title 6 / Chapter 20 / Section 2008
§ Â
        2008. Application and construction of chapter.
Status: in_force

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
6 Del. C. § 4346 — Delaware Code / Title 6 / Chapter 43 / Subchapter XII / Section 4346
§ Â
        4346. Remedies available to holder on default of buyer.
Status: in_force

In the event of any default by the buyer in the performance of obligations under a contract or installment account, the holder, pursuant to any rights granted therein, may proceed to recover judgment for the balance due without retaking the goods, or the holder may retake the goods and proceed as provided for in Article 9 of Subtitle I of this title.
6 Del. C. § 2-205 — Delaware Code / Title 6 / Article 2 / Part 2 / Section 2-205
§ Â
        2-205. Firm offers.
Status: in_force

An offer by a merchant to buy or sell goods in a signed record which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed 3 months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
6 Del. C. § 2575 — Delaware Code / Title 6 / Chapter 25 / Subchapter VII / Section 2575
§ Â
        2575. Cause of action.
Status: in_force

The buyer shall not have a cause of action against the seller, agent and/or subagent for:

(1) Material defects in condition of the residential real property disclosed to the buyer prior to the buyer making an offer to purchase;

(2) Material defects developed after the offer was made but disclosed prior to final settlement, provided seller has complied with the agreement of sale; or

(3) Material defects which occur after final settlement.
6 Del. C. § 2502F — Delaware Code / Title 6 / Chapter 25F / Section 2502F
§ Â
        2502F. Patient brokering prohibited.
Status: in_force

(a) A person may not engage in patient brokering.

(b) A person engages in patient brokering by doing any of the following:

(1) Offering or paying a commission, benefit, bonus, rebate, kickback, or bribe, directly or indirectly, in cash or in kind, or engaging in any form of split-fee arrangement, to induce the referral of a patient or patronage to or from a health-care provider or health-care facility.

(2) Soliciting or receiving a commission, benefit, bonus, rebate, kickback, or bribe, directly or indirectly, in cash or in kind, or engaging in any form of split-fee arrangement, in return for referring a patient or patronage to or from a health-care provider or health-care facility.

(3) Soliciting or receiving a commission, benefit, bonus, rebate, kickback, or bribe, directly or indirectly, in cash or in kind, or engaging in any form of a split-fee arrangement, in return for the acceptance or acknowledgement of treatment from a health-care provider or health-care facility.

(4) Aid, abet, advise, or otherwise participate in the conduct prohibited under this section.
6 Del. C. § 15-805 — Delaware Code / Title 6 / Chapter 15 / Subchapter VIII / Section 15-805
§ Â
        15-805. Statement of dissolution.
Status: in_force

(a) After dissolution, a partnership may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business or affairs.

(b) A statement of dissolution cancels a filed statement of partnership existence for the purposes of § 15-303(b) of this title and is a limitation on authority for the purposes of § 15-303(c) of this title.

(c) For the purposes of §§ 15-301 and 15-804 of this title, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of a statement of dissolution 60 days after it is filed.

(d) After filing a statement of dissolution, a dissolved partnership may file a statement of partnership existence which will operate with respect to a person not a partner as provided in § 15-303(b) and (c) of this title in any transaction, whether or not the transaction is appropriate for winding up the partnership business or affairs.

(e) If a partnership which has dissolved fails or refuses to file a statement of dissolution, any partner or dissociated partner who is or may be adversely affected by the failure or refusal may petition the Court of Chancery to direct the filing. If the Court finds that the statement of dissolution should be filed and that the partnership has failed or refused to do so, it shall enter an order granting appropriate relief.
6 Del. C. § 1902 — Delaware Code / Title 6 / Chapter 19 / Section 1902
§ Â
        1902. Supplementary general principles of law and equity.
Status: in_force

Principles of law and equity supplement this chapter unless displaced by a particular provision of it.
6 Del. C. § 4615 — Delaware Code / Title 6 / Chapter 46 / Section 4615
§ Â
        4615. Fees, costs and expenses for respondent or defendant.
Status: in_force

In any action, pleading or motion under this chapter, the Administrative Hearing Office, Panel or court hearing or reviewing the matter, may in its discretion, award attorneys’ fees, costs and expenses to the respondent or defendant if an action was brought for an improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation.
6 Del. C. § 2A-220 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-220
§ Â
        2A-220. Effect of default on risk of loss.
Status: in_force

(1) Where risk of loss is to pass to the lessee and the time of passage is not stated:

(a) If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease, the supplier, until cure or acceptance.

(b) If the lessee rightfully revokes acceptance, he or she, to the extent of any deficiency in his or her effective insurance coverage, may treat the risk of loss as having remained with the lessor from the beginning.

(2) Whether or not risk of loss is to pass to the lessee, if the lessee as to conforming goods already identified to a lease contract repudiates or is otherwise in default under the lease contract, the lessor, or, in the case of a finance lease, the supplier, to the extent of any deficiency in his or her effective insurance coverage may treat the risk of loss as resting on the lessee for a commercially reasonable time.
6 Del. C. § A-305 — Delaware Code / Title 6 / Article A / Part 3 / Section A-305
§ Â
        A-305. Priority.
Status: in_force

(a) Determination of priority. —

Subject to subsections (b) and (c), the amending Act determines the priority of conflicting claims to collateral.

(b) Established priorities. —

Subject to subsection (c), if the priorities of claims to collateral were established before August 18, 2023, Article 9, as in effect before August 18, 2023, determines priority.

(c) Determination of certain priorities on adjustment date. —

On the adjustment date, to the extent the priorities determined by Article 9, as amended by the amending Act, modify the priorities established before August 18, 2023, the priorities of claims to Article 12 property and electronic money established before August 18, 2023, cease to apply.
6 Del. C. § 4A-108 — Delaware Code / Title 6 / Article 4A / Part 1 / Section 4A-108
§ Â
        4A-108. Relationship to Electronic Fund Transfer Act.
Status: in_force

(a) Except as provided in subsection (b) of this section, this Article does not apply to a funds transfer any part of which is governed by the Electronic Fund Transfer Act (Title XX, Public Law 95-630, 92 Stat. 3728, 15 U.S.C. § 1693 et seq.).

(b) This Article applies to a funds transfer that is a remittance transfer as defined in the Electronic Fund Transfer Act, 15 U.S.C. § 1693o-1, unless the remittance transfer is an electronic fund transfer as defined in the Electronic Fund Transfer Act, 15 U.S.C. § 1693a.

(c) In a funds transfer to which this Article applies, in the event of an inconsistency between the applicable provisions of this Article and an applicable provision of the Electronic Fund Transfer Act, the provision of the Electronic Fund Transfer Act governs to the extent of the inconsistency.
6 Del. C. § 15-117 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-117
§ Â
        15-117. Execution, amendment or cancelation by judicial order.
Status: in_force

(a) If a person required by this chapter to execute any statement or 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 statement or certificate. If the Court finds that the execution of the statement or certificate is proper and that any person so designated has failed or refused to execute the statement or certificate, the Court shall order the Secretary of State to file an appropriate statement or 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, the Court shall enter an order granting appropriate relief.
6 Del. C. § 15-501 — Delaware Code / Title 6 / Chapter 15 / Subchapter V / Section 15-501
§ Â
        15-501. Partner not co-owner of partnership property.
Status: in_force

Unless otherwise provided in a statement of partnership existence or a statement of qualification and in a partnership agreement, a partner is not a co-owner of partnership property and has no interest in specific partnership property.
6 Del. C. § 2808 — Delaware Code / Title 6 / Chapter 28 / Subchapter I / Section 2808
§ Â
        2808. Unfair trade practices.
Status: in_force

A violation of any of the provisions of §§ 2803 to 2807 of this title, inclusive, or failure to comply with the notice of cancellation required by § 2805 of this title shall constitute an unfair or deceptive act or practice as set forth in Chapter 25 of this title.
6 Del. C. § 18-805 — Delaware Code / Title 6 / Chapter 18 / Subchapter VIII / Section 18-805
§ Â
        18-805. Trustees or receivers for limited liability companies; appointment; powers; duties.
Status: in_force

When the certificate of formation of any limited liability company formed under this chapter shall be canceled by the filing of a certificate of cancellation pursuant to § 18-203 of this title, the Court of Chancery, on application of any creditor, member or manager of the limited liability company, or any other person who shows good cause therefor, at any time, may either appoint 1 or more of the managers of the limited liability company to be trustees, or appoint 1 or more persons to be receivers, of and for the limited liability company, to take charge of the limited liability company’s property, and to collect the debts and property due and belonging to the limited liability company, with the power to prosecute and defend, in the name of the limited liability company, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited liability company, if in being, that may be necessary for the final settlement of the unfinished business of the limited liability company. The powers of the trustees or receivers may be continued as long as the Court of Chancery shall think necessary for the purposes aforesaid.
6 Del. C. § 2A-513 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-513
§ Â
        2A-513. Cure by lessor of improper tender or delivery; replacement.
Status: in_force

(1) If any tender or delivery by the lessor or the supplier is rejected because it is nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify the lessee of the lessor’s or the supplier’s intention to cure and may then make a conforming delivery within the time provided in the lease contract.

(2) If the lessee rejects a nonconforming tender that the lessor or the supplier had reasonable grounds to believe would be acceptable with or without money allowance, the lessor or the supplier may have a further reasonable time to substitute a conforming tender if he or she seasonably notifies the lessee.
6 Del. C. § 9-403 — Delaware Code / Title 6 / Article 9 / Part 4 / Section 9-403
§ Â
        9-403. Agreement not to assert defenses against assignee.
Status: in_force

(a) “Value.” — In this section, “value” has the meaning provided in Section 3-303(a).

(b) Agreement not to assert claim or defense. — Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment:

(1) for value;

(2) in good faith;

(3) without notice of a claim of a property or possessory right to the property assigned; and

(4) without notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under Section 3-305(a).

(c) When subsection (b) not applicable. — Subsection (b) does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under Section 3-305(b).

(d) Omission of required statement in consumer transaction. — In a consumer transaction, if (i) a record evidences the account debtor’s obligation, (ii) law other than this Article requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and (iii) the record does not include such a statement:

(1) the record has the same effect as if the record included such a statement; and

(2) the account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement.

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

(f) Other law not displaced. — Except as otherwise provided in subsection (d), this section does not displace law other than this Article which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.
6 Del. C. § 2101 — Delaware Code / Title 6 / Chapter 21 / Section 2101
§ Â
        2101. Purpose; legislative intent.
Status: in_force

The purpose of this chapter shall be to promote the public benefits of a competitive economic environment based upon free enterprise. It is the intent of the General Assembly to promote efficiency in business operations, an equitable return on capital investments, an efficient allocation of goods and services and freedom of economic opportunity.
6 Del. C. § 2A-205 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-205
§ Â
        2A-205. Firm offers.
Status: in_force

An offer by a merchant to lease goods to or from another person in a signed record that by its terms gives assurance it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event may the period of irrevocability exceed 3 months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
6 Del. C. § 2535 — Delaware Code / Title 6 / Chapter 25 / Subchapter III / Section 2535
§ Â
        2535. Uniformity of interpretation.
Status: in_force

This chapter shall be construed to effectuate its general purpose to make uniform the law of those states which enact it.
6 Del. C. § 17-1105 — Delaware Code / Title 6 / Chapter 17 / Subchapter XI / Section 17-1105
§ Â
        17-1105. Cases not provided for in this chapter.
Status: in_force

In any case not provided for in this chapter, the Delaware Uniform Partnership Law in effect on July 11, 1999 [6 Del. C. § 1501, et seq.] and the rules of law and equity, including the law merchant, shall govern.
6 Del. C. § 4-303 — Delaware Code / Title 6 / Article 4 / Part 3 / Section 4-303
§ Â
        4-303. When items subject to notice, stop-payment order, legal process, or setoff; order in which items may be charged or certified.
Status: in_force

(a) Any knowledge, notice, or stop-payment order received by, legal process served upon, or setoff exercised by a payor bank comes too late to terminate, suspend, or modify the bank’s right or duty to pay an item or to charge its customer’s account for the item if the knowledge, notice, stop-payment order, or legal process is received or served and a reasonable time for the bank to act thereon expires or the setoff is exercised after the earliest of the following:

(1) The bank accepts or certifies the item;

(2) The bank pays the item in cash;

(3) The bank settles for the item without having a right to revoke the settlement under statute, clearing-house rule, or agreement;

(4) The bank becomes accountable for the amount of the item under Section 4-302 dealing with the payor bank’s responsibility for late return of items; or

(5) With respect to checks, a cutoff hour no earlier than one hour after the opening of the next banking day after the banking day on which the bank received the check and no later than the close of that next banking day or, if no cutoff hour is fixed, the close of the next banking day after the banking day on which the bank received the check.

(b) Subject to subsection (a), items may be accepted, paid, certified, or charged to the indicated account of its customer in any order.
6 Del. C. § 5118 — Delaware Code / Title 6 / Chapter 51 / Section 5118
§ Â
        5118. Packages; declarations of quantity and origin; variations; exemptions.
Status: in_force

Except as otherwise provided in this chapter, any commodity in package form introduced or delivered for introduction into or received in intrastate commerce, kept for the purpose of sale, or offered or exposed for sale in intrastate commerce shall bear on the outside of the package a definite, plain, and conspicuous declaration of (1) the identity of the commodity in the package unless the same can easily be identified through the wrapper or container, (2) the net quantity of the contents in terms of weight, measure, or count, and (3) in the case of any package kept, offered, or exposed for sale, or sold any place other than on the premises where packed, the name and place of business of the manufacturer, packer, or distributor as may be prescribed by regulation issued by the Secretary; provided, that in connection with the declaration required under clause (2), neither the qualifying term “when packed” or any words of similar import, nor any term qualifying a unit of weight, measure, or count (for example, “jumbo,” “giant,” “full,” and the like) that tends to exaggerate the amount of commodity in a package, shall be used; and provided further, that under clause (2) the Secretary of Agriculture shall, by regulation, establish (a) reasonable variations to be allowed, which may include variations below the declared weight or measure caused by ordinary and customary exposure, only after the commodity is introduced into intrastate commerce, to conditions that normally occur in good distribution practice and that unavoidably result in decreased weight or measure, (b) exemptions as to small packages, and (c) exemptions as to commodities put up in variable weights or sizes for sale intact and either customarily not sold as individual units or customarily weighed or measured at time of sale to the consumer.
6 Del. C. § 7708 — Delaware Code / Title 6 / Chapter 77 / Section 7708
§ Â
        7708. Qualifications of ADR Specialist.
Status: in_force

The ADR proceedings shall be conducted by any individual meeting one of the following criteria:

(a) Successful completion of 25 hours of training in resolving civil disputes in a course approved by the department or division of the government authority charged with responsibility over adult education in the jurisdiction where that individual resides, or

(b) Admission to the bar of the jurisdiction in which that individual resides, together with a minimum of 5 years experience as a practicing attorney.
6 Del. C. § 9-317 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-317
§ Â
        9-317. Interests that take priority over or take free of security interest or agricultural lien.
Status: in_force

(a) Conflicting security interests and rights of lien creditors. — A security interest or agricultural lien is subordinate to the rights of:

(1) a person entitled to priority under Section 9-322; and

(2) except as otherwise provided in subsection (e), a person that becomes a lien creditor before the earlier of the time:

(A) the security interest or agricultural lien is perfected; or

(B) one of the conditions specified in Section 9-203(b)(3) is met and a financing statement covering the collateral is filed.

(b) Buyers that receive delivery. — Except as otherwise provided in subsection (e), a buyer, other than a secured party, of goods, instruments, tangible documents, or a certificated security takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

(c) Lessees that receive delivery. — Except as otherwise provided in subsection (e), a lessee of goods takes free of a security interest or agricultural lien if the lessee gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

(d) Licensees and buyers of certain collateral. — Subject to subsections (f) through (i), a licensee of a general intangible or a buyer, other than a secured party, of collateral other than electronic money, goods, instruments, tangible documents, or a certificated security takes free of a security interest if the licensee or buyer gives value without knowledge of the security interest and before it is perfected.

(e) Purchase-money security interest. — Except as otherwise provided in Sections 9-320 and 9-321, if a person files a financing statement with respect to a purchase-money security interest before or within 20 days after the debtor receives delivery of the collateral, the security interest takes priority over the rights of a buyer, lessee, or lien creditor which arise between the time the security interest attaches and the time of filing.

(f) Buyers of chattel paper. —

A buyer, other than a secured party, of chattel paper takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and:

(1) receives delivery of each authoritative tangible copy of the record evidencing the chattel paper; and

(2) if each authoritative electronic copy of the record evidencing the chattel paper can be subjected to control under Section 9-105, obtains control of each authoritative electronic copy.

(g) Buyers of electronic documents. —

A buyer of an electronic document takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and, if each authoritative electronic copy of the document can be subjected to control under Section 7-106, obtains control of each authoritative electronic copy.

(h) Buyers of controllable electronic records. —

A buyer of a controllable electronic record takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable electronic record.

(i) Buyers of controllable accounts and controllable payment intangibles. —

A buyer, other than a secured party, of a controllable account or a controllable payment intangible takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable account or controllable payment intangible.
6 Del. C. § 9-409 — Delaware Code / Title 6 / Article 9 / Part 4 / Section 9-409
§ Â
        9-409. Restrictions on assignment of letter-of-credit rights ineffective.
Status: in_force

(a) Term or law restricting assignment generally ineffective. — A term in a letter of credit or a rule of law, statute, regulation, custom, or practice applicable to the letter of credit which prohibits, restricts, or requires the consent of an applicant, issuer, or nominated person to a beneficiary’s assignment of or creation of a security interest in a letter-of-credit right is ineffective to the extent that the term or rule of law, statute, regulation, custom, or practice:

(1) would impair the creation, attachment, or perfection of a security interest in the letter-of-credit right; or

(2) provides that the assignment or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the letter-of-credit right.

(b) Limitation on ineffectiveness under subsection (a). — To the extent that a term in a letter of credit is ineffective under subsection (a) but would be effective under law other than this Article or a custom or practice applicable to the letter of credit, to the transfer of a right to draw or otherwise demand performance under the letter of credit, or to the assignment of a right to proceeds of the letter of credit, the creation, attachment, or perfection of a security interest in the letter-of-credit right:

(1) is not enforceable against the applicant, issuer, nominated person, or transferee beneficiary;

(2) imposes no duties or obligations on the applicant, issuer, nominated person, or transferee beneficiary; and

(3) does not require the applicant, issuer, nominated person, or transferee beneficiary to recognize the security interest, pay or render performance to the secured party, or accept payment or other performance from the secured party.
6 Del. C. § 2425B — Delaware Code / Title 6 / Chapter 24B / Subchapter III / Section 2425B
§ Â
        2425B. Prohibited acts.
Status: in_force

A foreclosure purchaser may not:

(1) Enter into, or attempt to enter into, a foreclosure reconveyance with a homeowner unless:

a. The foreclosure purchaser verifies and can demonstrate that the homeowner has or will have a reasonable ability to pay for the subsequent reconveyance of the property back to the homeowner on completion of the terms of a foreclosure reconveyance, or, if the foreclosure reconveyance provides for a lease with an option to repurchase the property, the homeowner has or will have a reasonable ability to make the lease payments and repurchase the property within the term of the option to repurchase;

b. The foreclosure purchaser and the homeowner complete a settlement before any transfer of an interest in the property is effected; and

c. The foreclosure purchaser complies with the requirements of the federal Home Ownership Equity Protection Act, 15 U.S.C. § 1639, and its implementing regulations for any foreclosure reconveyance in which the homeowner obtains a vendee interest in a contract for deed;

(2) Fail to:

a. Ensure that the title to the property has been reconveyed to the homeowner in a timely manner if this subchapter or the terms of a foreclosure reconveyance agreement require a reconveyance; or

b. Make payment to the homeowner within 90 days of any resale of the property so that the homeowner receives cash payments or consideration in an amount equal to at least 82% of the net proceeds from any resale of the property should a property subject to a foreclosure reconveyance be sold within 18 months after entering into a foreclosure reconveyance agreement;

(3) Enter into repurchase or lease terms as part of the foreclosure conveyance that are unfair or commercially unreasonable, or engage in any other unfair conduct;

(4) Represent, directly or indirectly, that:

a. The foreclosure purchaser is acting as an advisor or a consultant, or in any other manner represent that the foreclosure purchaser is acting on behalf of the homeowner;

b. The foreclosure purchaser has certification or licensure that the foreclosure purchaser does not have; or

c. The foreclosure purchaser is assisting the homeowner to “save the house” or use a substantially similar phrase;

(5) Make any other statements, directly or by implication, or engage in any other conduct that is false, deceptive, or misleading, or that has the likelihood to cause confusion or misunderstanding, including statements regarding:

a. The value of the residence in foreclosure;

b. The amount of proceeds the homeowner will receive after a foreclosure sale;

c. Any contract term; or

d. The homeowner’s rights or obligations incident to, or arising out of, the foreclosure reconveyance; or

(6) Until the homeowner’s right to cancel the transaction has expired:

a. Record any document, including an instrument of conveyance, signed by the homeowner; or

b. Transfer or encumber or purport to transfer or encumber any interest in the residence in foreclosure to any third party.
6 Del. C. § 1911 — Delaware Code / Title 6 / Chapter 19 / Section 1911
§ Â
        1911. Claim not abated by change of members or officers.
Status: in_force

A claim for relief against a nonprofit association does not abate merely because of a change in its members or persons authorized to manage the affairs of the nonprofit association.
6 Del. C. § 9-621 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-621
§ Â
        9-621. Notification of proposal to accept collateral.
Status: in_force

(a) Persons to which proposal to be sent. — A secured party that desires to accept collateral in full or partial satisfaction of the obligation it secures shall send its proposal to:

(1) any person from which the secured party has received, before the debtor consented to the acceptance, a signed notification of a claim of an interest in the collateral;

(2) any other secured party or lienholder that, 10 days before the debtor consented to the acceptance, held a security interest in or other lien on the collateral perfected by the filing of a financing statement that:

(A) identified the collateral;

(B) was indexed under the debtor’s name as of that date; and

(C) was filed in the office or offices in which to file a financing statement against the debtor covering the collateral as of that date; and

(3) any other secured party that, 10 days before the debtor consented to the acceptance, held a security interest in the collateral perfected by compliance with a statute, regulation, or treaty described in Section 9-311(a).

(b) Proposal to be sent to secondary obligor in partial satisfaction. — A secured party that desires to accept collateral in partial satisfaction of the obligation it secures shall send its proposal to any secondary obligor in addition to the persons described in subsection (a).
6 Del. C. § 2828 — Delaware Code / Title 6 / Chapter 28 / Subchapter II / Section 2828
§ Â
        2828. Unfair trade practices.
Status: in_force

A violation of any of the provisions of §§ 2823 to 2827 of this title inclusive, or failure to comply with the notice of cancellation required by § 2825 of this title shall constitute an unfair or deceptive act or practice as set forth in Chapter 25 of this title.
6 Del. C. § 8-503 — Delaware Code / Title 6 / Article 8 / Part 5 / Section 8-503
§ Â
        8-503. Property interest of entitlement holder in financial asset held by securities intermediary.
Status: in_force

(a) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary, and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in Section 8-511.

(b) An entitlement holder’s property interest with respect to a particular financial asset under subsection (a) is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.

(c) An entitlement holder’s property interest with respect to a particular financial asset under subsection (a) may be enforced against the securities intermediary only by exercise of the entitlement holder’s rights under Sections 8-505 through 8-508.

(d) An entitlement holder’s property interest with respect to a particular financial asset under subsection (a) may be enforced against a purchaser of the financial asset or interest therein only if:

(1) insolvency proceedings have been initiated by or against the securities intermediary;

(2) the securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset;

(3) the securities intermediary violated its obligations under Section 8-504 by transferring the financial asset or interest therein to the purchaser; and

(4) the purchaser is not protected under subsection (e).

The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.

(e) An action based on the entitlement holder’s property interest with respect to a particular financial asset under subsection (a), whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control, and does not act in collusion with the securities intermediary in violating the securities intermediary’s obligations under Section 8-504.
6 Del. C. § 8-302 — Delaware Code / Title 6 / Article 8 / Part 3 / Section 8-302
§ Â
        8-302. Rights of purchaser.
Status: in_force

(a) Except as otherwise provided in subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.

(b) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.

(c) A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.
6 Del. C. § 4A-102 — Delaware Code / Title 6 / Article 4A / Part 1 / Section 4A-102
§ Â
        4A-102. Subject matter.
Status: in_force

Except as otherwise provided in Section 4A-108, this Article applies to funds transfers defined in Section 4A-104.
6 Del. C. § 12B-100 — Delaware Code / Title 6 / Chapter 12B / Section 12B-100
§ Â
        12B-100. Protection of personal information.
Status: in_force

Any person who conducts business in this State and owns, licenses, or maintains personal information shall implement and maintain reasonable procedures and practices to prevent the unauthorized acquisition, use, modification, disclosure, or destruction of personal information collected or maintained in the regular course of business.
6 Del. C. § 5103 — Delaware Code / Title 6 / Chapter 51 / Section 5103
§ Â
        5103. Definitions of special units of measure.
Status: in_force

The term “barrel,” when used in connection with fermented liquor, shall mean a unit of 31 gallons. The term “ton” shall mean a unit of 2,000 pounds avoirdupois weight. The term “cord,” when used in connection with wood intended for fuel purposes, shall mean the amount of wood that is contained in a space of 128 cubic feet when the wood is ranked and well stowed.
6 Del. C. § 9-504A — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-504A
§ Â
        9-504A. Indication of collateral that is accounts, chattel paper, instruments or general intangibles.
Status: in_force

(a) A financing statement sufficiently indicates the collateral that it covers if the collateral is accounts, chattel paper, instruments or general intangibles and:

(1) The financing statement provides a description of one or more records (such as a computer file, microfiche list, printed list or other record) in the possession or control of the secured party and such record or records identify the specific accounts, chattel paper, instruments or general intangibles constituting the collateral;

(2) The financing statement indicates:

(A) That the items described on the record or records in the possession or control of the secured party are accounts, chattel paper, instruments or general intangibles; or

(B) The nature of the items on the record or records in the possession or control of the secured party by general description or category; and

(3) The record or records in the possession or control of the secured party contain:

(A) Confidential information, such as credit card numbers, loan numbers or taxpayer identification numbers, identifying the specific account debtors or persons obligated on the instruments; or

(B) A description of 100 or more specific accounts, chattel paper, instruments or general intangibles.

(b) Subsection (a) provides an additional method of sufficiently indicating collateral in a financing statement for purposes of this Article. A financing statement not complying with subsection (a) but otherwise complying with § 9-504 shall sufficiently indicate the collateral it covers for purposes of this Article.
6 Del. C. § 3-405 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-405
§ Â
        3-405. Employerâs responsibility for fraudulent indorsement by employee.
Status: in_force

(a) In this section:

(1) “Employee” includes an independent contractor and employee of an independent contractor retained by the employer.

(2) “Fraudulent indorsement” means (i) in the case of an instrument payable to the employer, a forged indorsement purporting to be that of the employer, or (ii) in the case of an instrument with respect to which the employer is the issuer, a forged indorsement purporting to be that of the person identified as payee.

(3) “Responsibility” with respect to instruments means authority (i) to sign or indorse instruments on behalf of the employer, (ii) to process instruments received by the employer for bookkeeping purposes, for deposit to an account, or for other disposition, (iii) to prepare or process instruments for issue in the name of the employer, (iv) to supply information determining the names or addresses of payees of instruments to be issued in the name of the employer, (v) to control the disposition of instruments to be issued in the name of the employer, or (vi) to act otherwise with respect to instruments in a responsible capacity. “Responsibility” does not include authority that merely allows an employee to have access to instruments or blank or incomplete instrument forms that are being stored or transported or are part of incoming or outgoing mail, or similar access.

(b) For the purpose of determining the rights and liabilities of a person who, in good faith, pays an instrument or takes it for value or for collection, if an employer entrusted an employee with responsibility with respect to the instrument and the employee or a person acting in concert with the employee makes a fraudulent indorsement of the instrument, the indorsement is effective as the indorsement of the person to whom the instrument is payable if it is made in the name of that person. If the 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 the fraud, 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.

(c) Under subsection (b), an indorsement is made in the name of the person to whom an instrument is payable if (i) it is made in a name substantially similar to the name of that person or (ii) the instrument, whether or not indorsed, is deposited in a depositary bank to an account in a name substantially similar to the name of that person.
6 Del. C. § 2403C — Delaware Code / Title 6 / Chapter 24C / Section 2403C
§ Â
        2403C. Exemptions.
Status: in_force

This chapter does not apply to:

(1) An individual admitted to practice law in this State, who is in an attorney client relationship, while performing any activity related to the individual’s regular practice of law in this State;

(2) A person doing business under any law of this State or the United States, which law regulates banks, trust companies, savings and loan associations, credit unions, insurance companies while performing services as part of the person’s normal business activities;

(3) A person licensed as a mortgage loan originator, broker or lender under Title 5 or as a debt management service provider in Chapter 24A of this title, while acting under the authority of that license;

(4) A person licensed as a real estate broker or real estate salesperson under Title 24 while negotiating with the mortgage loan holder on a dwelling that is listed for sale by the broker or brokerage organization as long as no additional fee is charged for the negotiation;

(5) A nonprofit organization that offers housing counseling or advice to homeowners; or

(6) A public corporation, government or governmental subdivision, agency, or instrumentality.
6 Del. C. § 10-103 — Delaware Code / Title 6 / Article 10 / Section 10-103
§ Â
        10-103. General repealer.
Status: repealed

Except as provided in the following section, all acts and parts of acts inconsistent with this subtitle are repealed.
6 Del. C. § 17-223 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-223
§ Â
        17-223. Approval of conversion of a registered series of a domestic limited partnership to a protected series of such domestic limited partnership.
Status: in_force

(a) Upon compliance with this section, a registered series of a domestic limited partnership may convert to a protected series of such domestic limited partnership. An existing registered series may not become a protected series other than pursuant to this section.

(b) If the partnership agreement specifies the manner of authorizing a conversion of a registered series of such limited partnership to a protected series of such limited partnership, the conversion of a registered series to a protected series shall be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing a conversion of a registered series of such limited partnership to a protected series of such limited partnership and does not prohibit a conversion of a registered series to a protected series, the conversion shall be authorized by approval:

(1) By all general partners associated with such registered series; and

(2) By limited partners who own more than 50% of the then current percentage or other interest in the profits of such registered series owned by all of the limited partners associated with such protected series.

In any event, the conversion of a registered series of a limited partnership to a protected series of such limited partnership also shall require the approval of any person who, at the effective date or time of such conversion, shall be a general partner associated with such protected series.

(c) Unless otherwise agreed, the conversion of a registered series of a limited partnership to a protected series of such limited partnership pursuant to this section shall not require such limited partnership or such registered series of such limited partnership to wind up its affairs under § 17-803 or § 17-221 of this title or pay its liabilities and distribute its assets under § 17-804 or § 17-221 of this title, and the conversion of a registered series of a limited partnership to a protected series of such limited partnership shall not constitute a dissolution of such limited partnership or of such registered series. When a registered series of a limited partnership has converted to a protected series of such limited partnership pursuant to this section, for all purposes of the laws of the State of Delaware, the protected series shall be deemed to be the same series as the converting registered series and the conversion shall constitute a continuation of the existence of the registered series in the form of such protected series.

(d) In connection with a conversion of a registered series of a limited partnership to a protected series of such limited partnership pursuant to this section, rights or securities of or interests in the registered series which is to be converted may be exchanged for or converted into cash, property, rights or securities of or interests in the protected series into which the registered series is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of or interests in any other business entity, may remain outstanding or may be canceled.

(e) If a registered series shall convert to a protected series in accordance with this section, a certificate of conversion of registered series to protected series executed in accordance with § 17-204 of this title shall be filed in the office of the Secretary of State in accordance with § 17-206 of this title. The certificate of conversion of registered series to protected series shall state:

(1) The name of the limited partnership and, if it has been changed, the name under which its certificate of limited partnership was originally filed;

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

(3) The name of the registered series and, if it has been changed, the name under which its certificate of registered series was originally filed;

(4) The date of filing of its original certificate of registered series with the Secretary of State;

(5) The future effective date or time (which shall be a date or time certain) of the conversion if it is not to be effective upon the filing of the certificate of conversion of registered series to protected series; and

(6) That the conversion has been approved in accordance with this section.

(f) A copy of the certificate of conversion of registered series to protected series certified by the Secretary of State shall be prima facie evidence of the conversion by such registered series to a protected series of such limited partnership.

(g) When any conversion shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the registered series that has converted, and all property, real, personal and mixed, and all debts due to such registered series, as well as all other things and causes of action belonging to such registered series, shall remain vested in the protected series to which such registered series has converted and shall be the property of such protected series, and the title to any real property vested by deed or otherwise in such registered series shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such registered series shall be preserved unimpaired, and all debts, liabilities and duties of the registered series that has converted shall remain attached to the protected series to which such registered series has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as such protected series. The rights, privileges, powers and interests in property of the registered series that has converted, as well as the debts, liabilities and duties of such registered series, shall not be deemed, as a consequence of the conversion, to have been transferred to the protected series to which such registered series of such limited partnership has converted for any purpose of the laws of the State of Delaware.

(h) A partnership agreement may provide that a registered series of a limited partnership shall not have the power to convert to a protected series of such limited partnership as set forth in this section.
6 Del. C. § 1301A — Delaware Code / Title 6 / Chapter 13A / Section 1301A
§ Â
        1301A. Actions relating to dishonor of checks, drafts, or orders; damages.
Status: in_force

(a) In any action against a drawer of any check, draft, or order for the payment of money that has been duly dishonored for lack of funds or credit to pay the same, or because the drawer has no account with the drawee, the plaintiff may recover from the drawer the amount of the check, draft, or order, plus court costs, damages in the amount of $50 for the first instance of a dishonored check, draft, or order issued to the plaintiff by the drawer within 1 year; for a second or subsequent dishonored check, draft or order for the payment of money issued to the plaintiff by the drawer within 1 year of the issuance of a previous dishonored check, draft, or order, triple the amount of the check, draft or order; not to exceed $250, plus court costs, provided that:

(1) The plaintiff made written demand of the defendant for payment of the amount of the check, draft, or order not less than 30 days before commencing the action; and

(2) The defendant failed to tender to the plaintiff, prior to commencement of the action, an amount of money not less than the amount of the check, plus a fee of $40.

(b) Subsequent to the commencement of an action governed by this section, but prior to the hearing, the defendant may tender to the plaintiff as satisfaction of the claim, an amount of money equal to the sum of the amount of the check, plus $40 and court costs.

(c) Nothing within this section shall be interpreted to prohibit the drawer of a check, draft, or order for the payment of money, and the payee of any of the foregoing, from agreeing in writing to terms that exceed the foregoing limits; provided, however, that no damages may be recovered under this section in any action for the repayment of any short-term consumer loan subject to the provisions of § 978 or § 2235A of Title 5; and

(d) The Justice of the Peace Court shall develop and produce appropriate forms and regulations to ensure efficiency in the application of this statute.
6 Del. C. § 2103 — Delaware Code / Title 6 / Chapter 21 / Section 2103
§ Â
        2103. Unlawful conduct.
Status: in_force

(a) Every contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade or commerce of this State shall be unlawful.

(b) It is unlawful for a person to monopolize, attempt to monopolize, or combine or conspire with any other persons to monopolize trade or commerce of this State.
6 Del. C. § 5001A — Delaware Code / Title 6 / Chapter 50A / Section 5001A
§ Â
        5001A. Definitions.
Status: in_force

As used in this chapter:

(1) “Consumer” means a purchaser, other than for purposes of resale, of a new farm tractor, a person to whom the new farm tractor is transferred for the same purposes during the duration of an express warranty applicable to the farm tractor and any other person entitled by the terms of the warranty to enforce the terms of the warranty. In the case of an agricultural vehicle within the warranty period, the sale must be made through an authorized farm equipment dealer.

(2) “Fair rental value” means the rental value calculated in accordance with the “Tractor and Farm Equipment Trade-In Guide” published by the National Farm and Power Equipment Dealers Association.

(3) “Farm tractor” means any self-propelled vehicle which is designed primarily for pulling or propelling agricultural machinery and implements and is used principally in the occupation or business of farming, including an implement of husbandry that is self-propelled.

(4) “Manufacturer” means a person engaged in the business of manufacturing, assembling or distributing farm tractors, who under normal business conditions during the year manufacturers, assembles, or distributes to dealers at least 10 new farm tractors.

(5) “Manufacturer’s express warranty”; “warranty” mean the written warranty of the manufacturer of a new farm tractor of its condition and fitness for use, including any terms or conditions precedent to the enforcement of obligations under that warranty.

(6) “Nonconformity” means any condition of the farm tractor that makes it reasonably unsuitable to use for the purpose for which it was intended.

(7) “Reasonable allowance for prior use” shall mean no less than the fair rental value of the fair tractor and shall be the sum of:

a. That amount attributable to use by the consumer prior to the consumer’s first report of the nonconformity to the manufacturer or its authorized dealers;

b. That amount attributable to use by the consumer during any period subsequent to such report of the reported nonconformity; and

c. That amount attributable to use by the consumer of the farm tractor provided by the manufacturer or its authorized dealers while the farm tractor is out of service by reason of repair of the reported nonconformity.
6 Del. C. § 17-1002 — Delaware Code / Title 6 / Chapter 17 / Subchapter X / Section 17-1002
§ Â
        17-1002. Proper plaintiff.
Status: in_force

In a derivative action, the plaintiff must be a partner or an assignee of a partnership interest at the time of bringing the action and:

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

(2) The plaintiff’s status as a partner or an assignee of a partnership interest had devolved upon the plaintiff by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner or an assignee of a partnership interest at the time of the transaction.
6 Del. C. § 17-503 — Delaware Code / Title 6 / Chapter 17 / Subchapter V / Section 17-503
§ Â
        17-503. Allocation of profits and losses.
Status: in_force

The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.
6 Del. C. § 4004 — Delaware Code / Title 6 / Chapter 40 / Section 4004
§ Â
        4004. Record keeping.
Status: in_force

A seller shall maintain the written record on the health, status and disposition of each dog sold by the seller for a period of not less than 2 years following such sale. The record shall also contain all of the information required to be disclosed pursuant to §§ 4002 and 4003 of this title. Those records shall be available to animal welfare officers and law-enforcement officers for inspection and copying during normal business hours.
6 Del. C. § 4214 — Delaware Code / Title 6 / Chapter 42 / Section 4214
§ Â
        4214. Notice of preservation of buyerâs rights.
Status: in_force

All health spa contracts and any promissory note executed by the buyer in connection therewith shall contain the following provision on the face thereof in at least 10-point, boldface type:

NOTICE

ANY HOLDER OF THIS CONTRACT OR NOTE IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES OBTAINED WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.
6 Del. C. § 17-704 — Delaware Code / Title 6 / Chapter 17 / Subchapter VII / Section 17-704
§ Â
        17-704. Right of assignee to become limited partner.
Status: in_force

(a) An assignee of a partnership interest, including an assignee of a general partner, becomes a limited partner:

(1) As provided in the partnership agreement; or

(2) Unless otherwise provided in the partnership agreement, upon the vote or consent of all partners.

(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in the partnership agreement, an assignee who becomes a limited partner is liable for the obligations of his or her assignor to make contributions as provided in § 17-502 of this title, but shall not be liable for the obligations of the assignor under subchapter VI of this chapter. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in § 17-502 of this title, unknown to the assignee at the time the assignee became a limited partner and which could not be ascertained from the partnership agreement.

(c) Whether or not an assignee of a partnership interest becomes a limited partner, the assignor is not released from liability to the limited partnership under subchapters V and VI of this chapter.
6 Del. C. § 7609 — Delaware Code / Title 6 / Chapter 76 / Section 7609
§ Â
        7609. Early purchase option.
Status: in_force

A lease purchase agreement must provide that at any time after the initial rental payment, the lessee may acquire ownership of the property by tendering 55 percent of the difference between the total of rental payments necessary to acquire ownership of the property and the total amount of rent paid for use of the property at that time.
6 Del. C. § 17-1108 — Delaware Code / Title 6 / Chapter 17 / Subchapter XI / Section 17-1108
§ Â
        17-1108. Reserved power of State of Delaware to alter or repeal chapter.
Status: repealed

All provisions of this chapter may be altered from time to time or repealed and all rights of partners are subject to this reservation. Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to limited partnerships and partners whether or not existing as such at the time of the enactment of any such amendment.
6 Del. C. § 9-312 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-312
§ Â
        9-312. Perfection of security interests in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, negotiable documents, goods covered by documents, instruments, investment property, letter-of-credit rights, and money; perfection by permissive filing; temporary perfection without filing or transfer of possession.
Status: in_force

(a) Perfection by filing permitted. — A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, instruments, investment property, or negotiable documents may be perfected by filing.

(b) Control or possession of certain collateral. — Except as otherwise provided in Section 9-315(c) and (d) for proceeds:

(1) a security interest in a deposit account may be perfected only by control under Section 9-314;

(2) and except as otherwise provided in Section 9-308(d), a security interest in a letter-of-credit right may be perfected only by control under Section 9-314;

(3) a security interest in tangible money may be perfected only by the secured party’s taking possession under Section 9-313; and

(4) a security interest in electronic money may be perfected only by control under Section 9-314.

(c) Goods covered by negotiable document. — While goods are in the possession of a bailee that has issued a negotiable document covering the goods:

(1) a security interest in the goods may be perfected by perfecting a security interest in the document; and

(2) a security interest perfected in the document has priority over any security interest that becomes perfected in the goods by another method during that time.

(d) Goods covered by nonnegotiable document. — While goods are in the possession of a bailee that has issued a nonnegotiable document covering the goods, a security interest in the goods may be perfected by:

(1) issuance of a document in the name of the secured party;

(2) the bailee’s receipt of notification of the secured party’s interest; or

(3) filing as to the goods.

(e) Temporary perfection: new value. — A security interest in certificated securities, negotiable documents, or instruments is perfected without filing or the taking of possession or control for a period of 20 days from the time it attaches to the extent that it arises for new value given under a signed security agreement.

(f) Temporary perfection: goods or documents made available to debtor. — A perfected security interest in a negotiable document or goods in possession of a bailee, other than one that has issued a negotiable document for the goods, remains perfected for 20 days without filing if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of:

(1) ultimate sale or exchange; or

(2) loading, unloading, storing, shipping, transshipping, manufacturing, processing, or otherwise dealing with them in a manner preliminary to their sale or exchange.

(g) Temporary perfection: delivery of security certificate or instrument to debtor. — A perfected security interest in a certificated security or instrument remains perfected for 20 days without filing if the secured party delivers the security certificate or instrument to the debtor for the purpose of:

(1) ultimate sale or exchange; or

(2) presentation, collection, enforcement, renewal, or registration of transfer.

(h) Expiration of temporary perfection. — After the 20-day period specified in subsection (e), (f), or (g) expires, perfection depends upon compliance with this Article.
6 Del. C. § 4335 — Delaware Code / Title 6 / Chapter 43 / Subchapter IX / Section 4335
§ Â
        4335. Confirmation of account by seller; contents; proof of mailing.
Status: in_force

(a) At the time a seller accepts the credit of the buyer and establishes a retail installment account for that buyer’s use, the seller shall confirm this fact to the buyer in writing. Such confirmation shall contain a clear and understandable statement of the rates of service charge, without regard to the variations contained in § 4337 of this title, which will be collected from the buyer, but may contain the clause that such rates are subject to change if permitted by law. This confirmation shall also contain a legend that the buyer may at any time pay the entire balance.

(b) The confirmation shall be in type no smaller than elite typewriter characters.

(c) If no copy of the confirmation is retained by the seller, a notation in the permanent record showing that such confirmation was mailed, and the date of mailing, shall serve as prima facie evidence of such mailing.
6 Del. C. § 3503 — Delaware Code / Title 6 / Chapter 35 / Section 3503
§ Â
        3503. Use or application of money received by contractor.
Status: in_force

No contractor, or agent of a contractor, shall pay out, use or appropriate any moneys or funds described in § 3502 of this title until they have first been applied to the payment of the full amount of all moneys due and owing by the contractor to all persons (including surveyors and engineers) furnishing labor or material (including fuel) for the erection, construction, completion, alteration or repair of, or for additions to, such building, whether or not the labor or material entered into or became a component part of any such building or addition and whether or not the same were furnished on the credit of such building or addition or on the credit of such contractor.
6 Del. C. § 3-102 — Delaware Code / Title 6 / Article 3 / Part 1 / Section 3-102
§ Â
        3-102. Subject matter.
Status: in_force

(a) This Article applies to negotiable instruments. It does not apply to money, to payment orders governed by Article 4A, or to securities governed by Article 8.

(b) If there is conflict between this Article and Article 4 or 9, Articles 4 and 9 govern.

(c) Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision of this Article to the extent of the inconsistency.
6 Del. C. § 2501L — Delaware Code / Title 6 / Chapter 25L / Section 2501L
§ Â
        2501L. Notice; gift card fraud.
Status: in_force

(a) As used in this section, “gift card” means a tangible electronic payment device that:

(1) Is issued in a specific amount.

(2) May or may not be increased in value or reloaded.

(3) Is purchased and/or loaded on a prepaid basis for the future purchase or delivery of any goods or services.

(4) Is honored upon presentation at third-party locations.

(b) No person, firm, partnership, association, retailer or corporation may a sell a gift card to a purchaser unless the seller displays a conspicuous notice at or near where the gift card is physically displayed or at or near each physical location where the sale occurs.

(c) The notice required by subsection (b) of this section must caution the purchaser about prepaid card scams and instruct the purchaser on what to do if they suspect they might be a potential victim of such a scam.
6 Del. C. § 4-210 — Delaware Code / Title 6 / Article 4 / Part 2 / Section 4-210
§ Â
        4-210. Security interest of collecting bank in items, accompanying documents and proceeds.
Status: in_force

(a) A collecting bank has a security interest in an item and any accompanying documents or the proceeds of either:

(1) In case of an item deposited in an account, to the extent to which credit given for the item has been withdrawn or applied;

(2) In case of an item for which it has given credit available for withdrawal as of right, to the extent of the credit given, whether or not the credit is drawn upon or there is a right of charge-back; or

(3) If it makes an advance on or against the item.

(b) If credit given for several items received at one time or pursuant to a single agreement is withdrawn or applied in part, the security interest remains upon all the items, any accompanying documents or the proceeds of either. For the purpose of this section, credits first given are first withdrawn.

(c) Receipt by a collecting bank of a final settlement for an item is a realization on its security interest in the item, accompanying documents, and proceeds. So long as the bank does not receive final settlement for the item or give up possession of the item or possession or control of the accompanying documents for purposes other than collection, the security interest continues to that extent and is subject to Article 9, but:

(1) No security agreement is necessary to make the security interest enforceable (§ 9-203(b)(3)(A));

(2) No filing is required to perfect the security interest; and

(3) The security interest has priority over conflicting perfected security interests in the item, accompanying documents, or proceeds.
6 Del. C. § 4350 — Delaware Code / Title 6 / Chapter 43 / Subchapter XIII / Section 4350
§ Â
        4350. Wilful violations in connection with consolidated contracts as barring recovery of charges; recovery by buyer of charges paid.
Status: in_force

Section 4349 of this title shall not apply to any person who wilfully violates any provision of this chapter in connection with the imposition, computation or disclosures of or relating to a time price differential or service charge on a consolidated total of 2 or more contracts under §§ 4327-4332 of this title, and the buyer may recover from such person an amount equal to 3 times the total of the time price differentials or service charges and any delinquency, collection, extension, deferral or refinance charges imposed, contracted for or received on all contracts included in the consolidated total and the seller shall be barred from the recovery of any such charges.
6 Del. C. § 2510J — Delaware Code / Title 6 / Chapter 25J / Section 2510J
§ Â
        2510J. Accessibility.
Status: in_force

A large health-care facility must provide a contact number with which a patient may request oral interpretation services, at no cost to the patient, for any information or document that is provided to the patient under this chapter.
6 Del. C. § 5-115 — Delaware Code / Title 6 / Article 5 / Section 5-115
§ Â
        5-115. Statute of limitations.
Status: in_force

An action to enforce a right or obligation arising under this Article must be commenced within one year after the expiration date of the relevant letter of credit or one year after the cause of action accrues, whichever occurs later. A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach.
6 Del. C. § 15-119 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-119
§ Â
        15-119. Business transactions of partner with the partnership.
Status: in_force

Except as provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more specific obligations of, provide collateral for and transact other business with, the partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
6 Del. C. § 1302 — Delaware Code / Title 6 / Chapter 13 / Section 1302
§ Â
        1302. Insolvency.
Status: in_force

(a) A debtor is insolvent if the sum of the debtor’s debts is greater than all of the debtor’s assets, at a fair valuation.

(b) A debtor who is generally not paying debts as they become due is presumed to be insolvent.

(c) A partnership is insolvent under subsection (a) of this section if the sum of the partnership’s debts is greater than the aggregate, at a fair valuation, of all of the partnership’s assets and the sum of the excess of the value of each general partner’s nonpartnership assets over the partner’s nonpartnership debts.

(d) Assets under this section do not include property that has been transferred, concealed or removed with intent to hinder, delay or defraud creditors or that has been transferred in a manner making the transfer voidable under this chapter.

(e) Debts under this section do not include an obligation to the extent it is secured by a valid lien on property of the debtor not included as an asset.
6 Del. C. § 4-502 — Delaware Code / Title 6 / Article 4 / Part 5 / Section 4-502
§ Â
        4-502. Presentment of âon arrivalâ drafts.
Status: in_force

If a draft or the relevant instructions require presentment “on arrival”, “when goods arrive” or the like, the collecting bank need not present until in its judgment a reasonable time for arrival of the goods has expired. Refusal to pay or accept because the goods have not arrived is not dishonor; the bank must notify its transferor of the refusal but need not present the draft again until it is instructed to do so or learns of the arrival of the goods.
6 Del. C. § 12A-107 — Delaware Code / Title 6 / Chapter 12A / Section 12A-107
§ Â
        12A-107. Legal recognition of electronic records, electronic signatures, and electronic contracts.
Status: in_force

(a) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form.

(b) A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation.

(c) If a law requires a record to be in writing, an electronic record satisfies the law.

(d) If a law requires a signature, an electronic signature satisfies the law.
6 Del. C. § 18-701 — Delaware Code / Title 6 / Chapter 18 / Subchapter VII / Section 18-701
§ Â
        18-701. Nature of limited liability company interest.
Status: in_force

A limited liability company interest is personal property. A member has no interest in specific limited liability company property.
6 Del. C. § 4334 — Delaware Code / Title 6 / Chapter 43 / Subchapter IX / Section 4334
§ Â
        4334. Establishment of retail installment account authorized; statement of service charges to be furnished to buyer.
Status: in_force

A retail installment account may be established by the seller upon the request of a buyer or prospective buyer. The statement that “service charges not in excess of those permitted by law will be charged on the outstanding balances from month to month” shall be printed in type no smaller than 8 points in every application form used by the seller and shall be stated to the applicant when such installment accounts are negotiated by telephone.
6 Del. C. § 9-705 — Delaware Code / Title 6 / Article 9 / Part 7 / Section 9-705
§ Â
        9-705. Effectiveness of action taken before effective date.
Status: in_force

(a) Pre-effective-date action; one-year perfection period unless reperfected. — If action, other than the filing of a financing statement, is taken before this Act takes effect and the action would have resulted in priority of a security interest over the rights of a person that becomes a lien creditor had the security interest become enforceable before this Act takes effect, the action is effective to perfect a security interest that attaches under this Act within one year after this Act takes effect. An attached security interest becomes unperfected one year after this Act takes effect unless the security interest becomes a perfected security interest under this Act before the expiration of that period.

(b) Pre-effective-date filing. — The filing of a financing statement before this Act takes effect is effective to perfect a security interest to the extent the filing would satisfy the applicable requirements for perfection under this Act.

(c) Pre-effective-date filing in jurisdiction formerly governing perfection. — This Act does not render ineffective an effective financing statement that, before this Act takes effect, is filed and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in former Section 9-103. However, except as otherwise provided in subsections (d) and (e) and Section 9-706, the financing statement ceases to be effective at the earlier of:

(1) the time the financing statement would have ceased to be effective under the law of the jurisdiction in which it is filed; or

(2) June 30, 2006.

(d) Continuation statement. — The filing of a continuation statement after this Act takes effect does not continue the effectiveness of the financing statement filed before this Act takes effect. However, upon the timely filing of a continuation statement after this Act takes effect and in accordance with the law of the jurisdiction governing perfection as provided in Part 3, the effectiveness of a financing statement filed in the same office in that jurisdiction before this Act takes effect continues for the period provided by the law of that jurisdiction.

(e) Application of subsection (c)(2) to transmitting utility financing statement. — Subsection (c)(2) applies to a financing statement that, before this Act takes effect, is filed against a transmitting utility and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in former Section 9-103 of the Uniform Commercial Code only to the extent that Part 3 provides that the law of a jurisdiction other than jurisdiction in which the financing statement is filed governs perfection of a security interest in collateral covered by the financing statement.

(f) Application of Part 5. — A financing statement that includes a financing statement filed before this Act takes effect and a continuation statement filed after this Act takes effect is effective only to the extent that it satisfies the requirements of Part 5 for an initial financing statement, except as provided in Section 9-703(c).
6 Del. C. § 5120 — Delaware Code / Title 6 / Chapter 51 / Section 5120
§ Â
        5120. Uniform packaging and labeling.
Status: in_force

The standards and requirements for Uniform Packaging and Labeling will be those contained in Handbook 130 of the National Institute of Standards and Technology and supplements thereto, or in any publication revising or superseding Handbook 130, except insofar as specifically modified, amended or rejected by a regulation issued by the Secretary.
6 Del. C. § 2737 — Delaware Code / Title 6 / Chapter 27 / Subchapter IV / Section 2737
§ Â
        2737. Enforcement.
Status: in_force

(a) (1) Before bringing an action with respect to the automatic renewal of any contract containing an automatic renewal provision that is renewed in violation of § 2734 of this title, the consumer must provide the seller with notice of the violation and a request to cancel the extension of the contract. The consumer must send this notice by 1 of the following:

a. Email.

b. Mail.

c. Any other method offered by the seller.

(2) An action may not be initiated under this chapter by the consumer against the seller for the cured violation of § 2734 of this title if, within 30 days of the consumer sending the notice required under paragraph (a)(1) of this section, the seller does all of the following:

a. Cures the violation.

b. Provides the consumer with a written statement that the alleged violation has been cured and that no further violations of that kind will occur and sends a copy of such statement to the Director of Consumer Protection of the Department of Justice.

(3) Nothing in this section precludes investigation or enforcement action by the Attorney General for violations of this chapter.

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

(c) The automatic renewal provisions of this subchapter take effect on January 1, 2022.
6 Del. C. § 9-332 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-332
§ Â
        9-332. Transfer of money; transfer of funds from deposit account.
Status: in_force

(a) Transferee of tangible money. —

A transferee of tangible money takes the money free of a security interest if the transferee receives possession of the money without acting in collusion with the debtor in violating the rights of the secured party.

(b) Transferee of funds from deposit account. —

A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account if the transferee receives the funds without acting in collusion with the debtor in violating the rights of the secured party.

(c) Transferee of electronic money. —

A transferee of electronic money takes the money free of a security interest if the transferee obtains control of the money without acting in collusion with the debtor in violating the rights of the secured party.
6 Del. C. § 2407 — Delaware Code / Title 6 / Chapter 24 / Section 2407
§ Â
        2407. Form and terms of contract.
Status: reserved

(a) Each contract between the buyer and a credit services organization for the purchase of the services of the credit services organization must be in writing, dated, signed by the buyer, and must include:

(1) A statement in type that is boldfaced, capitalized, underlined or otherwise set out from surrounding written materials so as to be conspicuous, in immediate proximity to the space reserved for the signature of the buyer, as follows: “You, the buyer, may cancel this contract at any time before midnight of the 3rd day after the date of the transaction. See the attached notice of cancellation form for an explanation of this right.”;

(2) The terms and conditions of payment, including the total of all payments to be made by the buyer, whether to the credit services organization or to another person;

(3) A full and detailed description of the services to be performed by the credit services organization for the buyer, including all guarantees and all promises of full or partial refunds, and the estimated length of time, not to exceed 180 days, for performing the services; and

(4) The address of the credit services organization’s principal place of business and the name and address of its agent in the State authorized to receive service of process.

(b) The contract must have attached two easily detachable copies of a notice of cancellation. The notice must be in boldfaced type and in the following form:

“Notice of Cancellation

You may cancel this contract, without any penalty or obligation, within 3 days after the date the contract is signed.

If you cancel, any payment made by you under this contract will be returned within 10 days after the date of receipt by the seller of your cancellation notice.

To cancel this contract, mail or deliver a signed dated copy of this cancellation notice, or other written notice to:

(name of seller) at (address of seller) (place of business) not later than midnight (date) I hereby cancel this transaction.

(date)

(purchaser’s signature)”

(c) The credit services organization shall give to the buyer a copy of the completed contract and all other documents the credit services organization requires the buyer to sign at the time they are signed.

(d) The breach by a credit services organization of a contract under this chapter, or of any obligation arising from a contract under this chapter, is a violation of this chapter.
6 Del. C. § 2436A — Delaware Code / Title 6 / Chapter 24A / Section 2436A
§ Â
        2436A. Violation of unfair or deceptive practices statute.
Status: in_force

If an act or practice of a provider violates both this chapter and Chapter 25 of this title, an individual may not recover under both for the same act or practice.
6 Del. C. § 11-107 — Delaware Code / Title 6 / Article 11 / Section 11-107
§ Â
        11-107. Transition provisions as to uncertificated securities.
Status: in_force

(1) The persons shown on the books of the issuer as the holders of uncertificated securities outstanding when this Act becomes effective shall be deemed to be the registered owners thereof. Prior to the 90th day after this Act takes effect, the issuer of any uncertificated security outstanding when this Act takes effect shall send to the registered owner a written statement containing:

(a) A description of the issue of which the uncertificated security is a part;

(b) The number of shares or other units owned by the registered owner;

(c) The name and address and (if known to the issuer) any taxpayer identification number of the registered owner;

(d) A notation of any liens or restrictions of the issuer and any adverse claims (as to which the issuer has a duty under Section 8-403(d)) to which the uncertificated security is or may be subject at the time when the statement is prepared or a statement that there are no such liens, restrictions or adverse claims; and

(e) The date the statement was prepared.

Statements sent pursuant to this subsection shall be signed by or on behalf of the issuer; shall be identified as “initial transaction statement”; and shall be deemed to be initial transaction statements for the purposes of Article 8 of the Revised Uniform Commercial Code.

(2) If a security interest in an uncertificated security outstanding prior to January 1, 1984, is perfected or has priority as to all persons or as to certain persons when this Act takes effect by virtue of the previous filing of a financing statement, and if other acts would be required for the perfection or priority of the security interest against those persons under the Revised Uniform Commercial Code, the perfection and priority rights of the security interest shall continue and shall lapse on the date provided by the Prior Uniform Commercial Code (whether or not a continuation statement is filed with respect to such security interest) unless the security interest is perfected in accordance with the Revised Uniform Commercial Code.

(3) If an issuer’s lien or restriction on an uncertificated security outstanding prior to January 1, 1984, or a term of such a security is valid and effective against all persons or against certain persons when this Act takes effect, and if the notation of such lien, restriction or term on an initial transaction statement would be required for its validity or effectiveness against those persons under the Revised Uniform Commercial Code, such lien, restriction or term shall remain valid and effective until the earlier of (i) the time when an initial transaction statement is sent by the issuer to the registered owner (after which the validity and effectiveness of the lien, restriction or term shall be governed by the Revised Uniform Commercial Code), or (ii) 3 years from the effective date of this Act. If an initial transaction statement is not sent to the registered owner of an uncertificated security outstanding when this Act takes effect within 3 years after this Act takes effect, any issuer’s lien required to be noted thereon shall cease to be valid, and any restriction or term required to be noted thereon shall cease to be effective except as to those persons against whom an unnoted restriction or term would be effective under Article 8 of the Revised Uniform Commercial Code.
6 Del. C. § 4221 — Delaware Code / Title 6 / Chapter 42 / Section 4221
§ Â
        4221. Limitations.
Status: in_force

Contracts executed prior to January 1, 1986, and whose original terms are still enforceable as of January 1, 1989, are excluded from all cancellation, refund and fee provisions of this chapter.
6 Del. C. § 2A-404 — Delaware Code / Title 6 / Article 2A / Part 4 / Section 2A-404
§ Â
        2A-404. Substituted performance.
Status: in_force

(1) If without fault of the lessee, the lessor and the supplier, the agreed berthing, loading, or unloading facilities fail or the agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable, but a commercially reasonable substitute is available, the substitute performance must be tendered and accepted.

(2) If the agreed means or manner of payment fails because of domestic or foreign governmental regulation:

(a) The lessor may withhold or stop delivery or cause the supplier to withhold or stop delivery unless the lessee provides a means or manner of payment that is commercially a substantial equivalent; and

(b) If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the lessee’s obligation unless the regulation is discriminatory, oppressive, or predatory.
6 Del. C. § 18-801 — Delaware Code / Title 6 / Chapter 18 / Subchapter VIII / Section 18-801
§ Â
        18-801. Dissolution.
Status: in_force

(a) A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:

(1) At the time specified in a limited liability company agreement, but if no such time is set forth in the limited liability company agreement, then the limited liability company shall have a perpetual existence;

(2) Upon the happening of events specified in a limited liability company agreement;

(3) Unless otherwise provided in a limited liability company agreement, upon the vote or consent of members who own more than 2/3 of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members;

(4) At any time there are no members; provided, that the limited liability company is not dissolved and is not required to be wound up if:

a. Unless otherwise provided in a limited liability company agreement, within 90 days or such other period as is provided for in the limited liability company agreement after the occurrence of the event that terminated the continued membership of the last remaining member, the personal representative of the last remaining member agrees to continue the limited liability company and to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; provided, that a limited liability company agreement may provide that the personal representative of the last remaining member shall be obligated to agree to continue the limited liability company and to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, or

b. A member is admitted to the limited liability company in the manner provided for in the limited liability company agreement, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, within 90 days or such other period as is provided for in the limited liability company agreement after the occurrence of the event that terminated the continued membership of the last remaining member, pursuant to a provision of the limited liability company agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company.

(5) The entry of a decree of judicial dissolution under § 18-802 of this title.

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, 2015, shall continue to be governed by paragraph (a)(3) of this section as in effect on July 31, 2015 (except that “affirmative” and “written” shall be deleted from such paragraph (a)(3) of this section).

(b) Unless otherwise provided in a limited liability company agreement, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or the occurrence of an event that terminates the continued membership of any member shall not cause the limited liability company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the limited liability company shall be continued without dissolution.
6 Del. C. § 4-203 — Delaware Code / Title 6 / Article 4 / Part 2 / Section 4-203
§ Â
        4-203. Effect of instructions.
Status: in_force

Subject to Article 3 concerning conversion of instruments (Section 3-420) and restrictive indorsements (Section 3-206), only a collecting bank’s transferor can give instructions that affect the bank or constitute notice to it, and a collecting bank is not liable to prior parties for any action taken pursuant to the instructions or in accordance with any agreement with its transferor.
6 Del. C. § 9-617 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-617
§ Â
        9-617. Rights of transferee of collateral.
Status: in_force

(a) Effects of disposition. — A secured party’s disposition of collateral after default:

(1) transfers to a transferee for value all of the debtor’s rights in the collateral;

(2) discharges the security interest under which the disposition is made; and

(3) discharges any subordinate security interest or other subordinate lien.

(b) Rights of good-faith transferee. — A transferee that acts in good faith takes free of the rights and interests described in subsection (a), even if the secured party fails to comply with this Article or the requirements of any judicial proceeding.

(c) Rights of other transferee. — If a transferee does not take free of the rights and interests described in subsection (a), the transferee takes the collateral subject to:

(1) the debtor’s rights in the collateral;

(2) the security interest or agricultural lien under which the disposition is made; and

(3) any other security interest or other lien.
6 Del. C. § 2A-106 — Delaware Code / Title 6 / Article 2A / Part 1 / Section 2A-106
§ Â
        2A-106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum.
Status: in_force

(1) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within 30 days thereafter, or in which the goods are to be used, the choice is not enforceable.

(2) If the judicial forum chosen by the parties to a consumer lease is a forum that would not otherwise have jurisdiction over the lessee, the choice is not enforceable.
6 Del. C. § 17-909 — Delaware Code / Title 6 / Chapter 17 / Subchapter IX / Section 17-909
§ Â
        17-909. Execution; liability.
Status: in_force

Sections 17-204(d) and 17-207 of this title shall be applicable to foreign limited partnerships as if they were domestic limited partnerships.
6 Del. C. § 4907A — Delaware Code / Title 6 / Chapter 49A / Section 4907A
§ Â
        4907A. Unauthorized repairs.
Status: in_force

An automotive repair facility may not charge a customer for repairs not originally authorized or requested by the customer, or a person the auto repair facility reasonably believes is acting on the customer’s behalf, unless the automotive repair facility receives written or oral permission from the customer in conformance with this chapter. To the extent a charge does not exceed an estimate by 20% or $50, whichever is less, no cause of action pursuant to § 4909A(c) of this title shall accrue. Nothing in this section shall preclude enforcement pursuant to § 4903A(b)(6) and (10) of this title.
6 Del. C. § 18-802 — Delaware Code / Title 6 / Chapter 18 / Subchapter VIII / Section 18-802
§ Â
        18-802. Judicial dissolution.
Status: in_force

On application by or for a member or manager the Court of Chancery may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement.
6 Del. C. § 17-111 — Delaware Code / Title 6 / Chapter 17 / Subchapter I / Section 17-111
§ Â
        17-111. Interpretation and enforcement of partnership agreement.
Status: in_force

Any action to interpret, apply or enforce the provisions of a partnership agreement, or the duties, obligations or liabilities of a limited partnership to the partners of the limited partnership, or the duties, obligations or liabilities among partners or of partners to the limited partnership, or the rights or powers of, or restrictions on, the limited partnership or partners, or any provision of this chapter, or any other instrument, document, agreement or certificate contemplated by any provision of this chapter, may be brought in the Court of Chancery.
6 Del. C. § 2-203 — Delaware Code / Title 6 / Article 2 / Part 2 / Section 2-203
§ Â
        2-203. Seals inoperative.
Status: in_force

The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute the record a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.
6 Del. C. § 15-603 — Delaware Code / Title 6 / Chapter 15 / Subchapter VI / Section 15-603
§ Â
        15-603. Effect of partnerâs dissociation.
Status: in_force

(a) If a partner’s dissociation results in a dissolution and winding up of the partnership business, subchapter VIII of this chapter applies; otherwise, subchapter VII of this chapter applies.

(b) Upon a partner’s dissociation:

(1) the partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 15-803 of this title;

(2) the partner’s duty of loyalty under § 15-404(b)(3) of this title terminates; and

(3) the partner’s duty of loyalty under § 15-404(b)(1) and (2) of this title and duty of care under § 15-404(c) of this title continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to § 15-803 of this title.
6 Del. C. § 2-610 — Delaware Code / Title 6 / Article 2 / Part 6 / Section 2-610
§ Â
        2-610. Anticipatory repudiation.
Status: in_force

When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may

(a) for a commercially reasonable time await performance by the repudiating party; or

(b) resort to any remedy for breach (Section 2-703 or Section 2-711), even though he or she has notified the repudiating party that he or she would await the latter’s performance and has urged retraction; and

(c) in either case suspend his or her own performance or proceed in accordance with the provisions of this Article on the seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (Section 2-704).
6 Del. C. § 2424A — Delaware Code / Title 6 / Chapter 24A / Section 2424A
§ Â
        2424A. Voluntary contributions.
Status: in_force

A provider may not solicit a voluntary contribution from an individual or an affiliate of the individual for any service provided to the individual. A provider may accept voluntary contributions from an individual but, until 30 days after completion or termination of a plan, the aggregate amount of money received from or on behalf of the individual may not exceed the total amount the provider may charge the individual under § 2423A of this title.
6 Del. C. § 2408A — Delaware Code / Title 6 / Chapter 24A / Section 2408A
§ Â
        2408A. Application for license â Public information.
Status: in_force

Except for the information required by § 2406A(8), (15), and (18) of this title and the addresses required by § 2406A(5) of this title, the Attorney General shall make the information in an application for a provider license available to the public.
6 Del. C. § 5-112 — Delaware Code / Title 6 / Article 5 / Section 5-112
§ Â
        5-112. Transfer of letter of credit.
Status: in_force

(a) Except as otherwise provided in Section 5-113, unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred.

(b) Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if:

(1) the transfer would violate applicable law; or

(2) the transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in Section 5-108(e) or is otherwise reasonable under the circumstances.
6 Del. C. § 2411 — Delaware Code / Title 6 / Chapter 24 / Section 2411
§ Â
        2411. Statute of limitations.
Status: in_force

An action may not be brought under § 2409 or § 2410 of this title after 4 years after the date of the execution of the contract for services to which the action relates.
6 Del. C. § 2-206 — Delaware Code / Title 6 / Article 2 / Part 2 / Section 2-206
§ Â
        2-206. Offer and acceptance in formation of contract.
Status: in_force

(1) Unless otherwise unambiguously indicated by the language or circumstances

(a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;

(b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

(2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
6 Del. C. § 17-209 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-209
§ Â
        17-209. Delivery of certificates to limited partners.
Status: in_force

Upon the return by the Secretary of State pursuant to § 17-206 of this title of a certificate marked “Filed,” the general partners shall promptly deliver or mail a copy of the certificate to each limited partner if the partnership agreement so requires.
6 Del. C. § 3-604 — Delaware Code / Title 6 / Article 3 / Part 6 / Section 3-604
§ Â
        3-604. Discharge by cancellation or renunciation.
Status: in_force

(a) A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument (i) by an intentional voluntary act, such as surrender of the instrument to the party, destruction, mutilation, or cancellation of the instrument, cancellation or striking out of the party’s signature, or the addition of words to the instrument indicating discharge, or (ii) by agreeing not to sue or otherwise renouncing rights against the party by a signed record. The obligation of a party to pay a check is not discharged solely by destruction of the check in connection with a process in which information is extracted from the check and an image of the check is made and, subsequently, the information and image are transmitted for payment.

(b) Cancellation or striking out of an indorsement pursuant to subsection (a) does not affect the status and rights of a party derived from the indorsement.
6 Del. C. § 8-303 — Delaware Code / Title 6 / Article 8 / Part 3 / Section 8-303
§ Â
        8-303. Protected purchaser.
Status: in_force

(a) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who:

(1) gives value;

(2) does not have notice of any adverse claim to the security; and

(3) obtains control of the certificated or uncertificated security.

(b) A protected purchaser acquires its interest in the security free of any adverse claim.
6 Del. C. § 73-503 — Delaware Code / Title 6 / Chapter 73 / Subchapter V / Section 73-503
§ Â
        73-503. Statute of limitations.
Status: in_force

(a) In any administrative, civil or criminal action brought by the Director seeking registration suspension or revocation, fines, costs, restitution or imprisonment, no more than 5 years shall have passed from the date of the violation to the date of the initiation of the proceeding.

(b) This 5-year limit shall not apply to registration denial proceedings.
6 Del. C. § 17-110 — Delaware Code / Title 6 / Chapter 17 / Subchapter I / Section 17-110
§ Â
        17-110. Contested matters relating to general partners; contested votes.
Status: in_force

(a) Upon application of any partner, the Court of Chancery may hear and determine the validity of any admission, election, appointment or removal or other withdrawal of a general partner of a limited partnership, and the right of any person to become or continue to be a general partner of a limited partnership, and, in case the right to serve as a general partner is claimed by more than 1 person, may determine the person or persons entitled to serve as general partners; and to that end make such order or decree in any such case as may be just and proper, with power to enforce the production of any books, papers and records of the limited partnership relating to the issue. In any such application, the limited partnership shall be named as a party and service of copies of the application upon the registered agent of the limited partnership shall be deemed to be service upon the limited partnership and upon the person or persons whose right to serve as a general partner is contested and upon the person or persons, if any, claiming to be a general partner or claiming the right to be a general partner; and the registered agent shall forward immediately a copy of the application to the limited partnership and to the person or persons whose right to serve as a general partner is contested and to the person or persons, if any, claiming to be a general partner or the right to be a general partner, in a postpaid, sealed, registered letter addressed to such limited partnership and such person or persons at their post-office addresses last known to the registered agent or furnished to the registered agent by the applicant partner. The Court may make such order respecting further or other notice of such application as it deems proper under the circumstances.

(b) Upon application of any partner, the Court of Chancery may hear and determine the result of any vote of partners upon matters as to which the partners of the limited partnership, or any class or group of partners, have the right to vote pursuant to the partnership agreement or other agreement or this chapter (other than the admission, election, appointment or removal or other withdrawal of general partners). In any such application, the limited partnership shall be named as a party and service of the application upon the registered agent of the limited partnership shall be deemed to be service upon the limited partnership, and no other party need be joined in order for the Court to adjudicate the result of the vote. The Court may make such order respecting further or other notice of such application as it deems proper under the circumstances.

(c) Nothing herein contained limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.
6 Del. C. § 2A-203 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-203
§ Â
        2A-203. Seals inoperative.
Status: in_force

The affixing of a seal to a record evidencing a lease contract or an offer to enter into a lease contract does not render the record a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.
6 Del. C. § 2201 — Delaware Code / Title 6 / Chapter 22 / Section 2201
§ Â
        2201. Short title.
Status: in_force

This chapter shall be known as the “Clean Credit and Identity Theft Prevention Act.”
6 Del. C. § 4319 — Delaware Code / Title 6 / Chapter 43 / Subchapter IV / Section 4319
§ Â
        4319. Splitting or dividing of sales transactions prohibited.
Status: repealed

Repealed by 63 Del. Laws, c. 2, § 16, eff. June 1, 1981.
6 Del. C. § 12D-103 — Delaware Code / Title 6 / Chapter 12D / Section 12D-103
§ Â
        12D-103. Applicability of chapter.
Status: in_force

(a) This chapter applies to persons that conduct business in the State or persons that produce products or services that are targeted to residents of the State and that during the preceding calendar year did any of the following:

(1) Controlled or processed the personal data of not less than 35,000 consumers, excluding personal data controlled or processed solely for the purpose of completing a payment transaction.

(2) Controlled or processed the personal data of not less than 10,000 consumers and derived more than 20% of their gross revenue from the sale of personal data.

(b) This chapter does not apply to any of the following entities:

(1) Any regulatory, administrative, advisory, executive, appointive, legislative, or judicial body of the State or a political subdivision of the State, including any board, bureau, commission, agency of the State or a political subdivision of the State, but excluding any institution of higher education.

(2) Any financial institution or affiliate of a financial institution, all as defined in 15 U.S.C. §  6809, to the extent that the financial institution or affiliate is subject to Title V of the Gramm Leach Bliley Act (15 U.S.C. § 6801, et seq., as amended) and the rules and implementing regulations promulgated thereunder.

(3) Any nonprofit organization dedicated exclusively to preventing and addressing insurance crime.

(4) A national securities association registered pursuant to § 15A of the Securities Exchange Act of 1934 (15 U.S.C. § 78o-3, as amended) and the rules and implementing regulations promulgated thereunder, or a registered futures association so designated pursuant to § 17 of the Commodity Exchange Act (7 U.S.C. § 21, as amended) and the rules and implementing regulations promulgated thereunder.

(c) This chapter does not apply to the following information and data:

(1) Protected health information under HIPAA.

(2) Patient-identifying information for purposes of 42 U.S.C. § 290dd-2.

(3) Identifiable private information, as defined in 45 C.F.R. § 46.102, to the extent that it is used for purposes of the federal policy for the protection of human subjects pursuant to 45 C.F.R. Part 46.

(4) Identifiable private information to the extent it is collected and used as part of human subjects research pursuant to the ICH E6 Good Clinical Practice Guideline issued by the International Council for Harmonisation of Technical Requirements for Pharmaceuticals for Human Use or the protection of human subjects under 21 C.F.R. Parts 50 and 56.

(5) Patient safety work product, as defined in 42 C.F.R. § 3.20, that is created and used for purposes of patient safety improvement pursuant to 42 C.F.R. Part 3, established pursuant to 42 U.S.C. §§ 299b-21 to 299b-26.

(6) Information to the extent it is used for public health, community health, or population health activities and purposes, as authorized by HIPAA, when provided by or to a covered entity or when provided by or to a business associate pursuant to a business associate agreement with a covered entity.

(7) The collection, maintenance, disclosure, sale, communication, or use of any personal information bearing on a consumer’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living by a consumer reporting agency, furnisher, or user that provides information for use in a consumer report, and by a user of a consumer report, but only to the extent that such activity is regulated by and authorized under the federal Fair Credit Reporting Act (15 U.S.C. § 1681, et seq., as amended).

(8) Personal data collected, processed, sold, or disclosed in compliance with the Driver’s Privacy Protection Act of 1994, 18 U.S.C. § 2721, et seq., as amended.

(9) Personal data regulated by the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, et seq., as amended.

(10) Personal data collected, processed, sold, or disclosed in compliance with the Farm Credit Act, 12 U.S.C. § 2001, et seq., as amended.

(11) Data processed or maintained in any of the following ways:

a. In the course of an individual applying to, employed by, or acting as an agent or independent contractor of a controller, processor, or third party, to the extent that the data is collected and used within the context of that role.

b. As the emergency contact information of an individual, used for emergency contact purposes.

c. Necessary to retain to administer benefits for another individual relating to the individual who is the subject of the information under paragraph (c)(11)a. of this section and used for the purposes of administering such benefits.

(12) Personal data collected, processed, sold, or disclosed in relation to price, route, or service, as such terms are used in the Airline Deregulation Act, 49 U.S.C. § 40101, et seq., as amended, by an air carrier subject to said act, to the extent any part of this chapter is preempted by the Airline Deregulation Act, 49 U.S.C. § 41713, as amended.

(13) Personal data of a victim of or witness to child abuse, domestic violence, human trafficking, sexual assault, violent felony, or stalking that is collected, processed, or maintained by a nonprofit organization that provides services to victims of or witnesses to child abuse, domestic violence, human trafficking, sexual assault, violent felony, or stalking.

(14) Data subject to Title V of the Gramm Leach Bliley Act (15 U.S.C. § 6801, et. seq., as amended) and the rules and implementing regulations promulgated thereunder.

(d) Controllers and processors that comply with the verifiable parental consent requirements of COPPA shall be deemed compliant with any obligation to obtain parental consent set forth in this chapter with respect to a consumer who is a child.
6 Del. C. § 8-203 — Delaware Code / Title 6 / Article 8 / Part 2 / Section 8-203
§ Â
        8-203. Staleness as notice of defect or defense.
Status: in_force

After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event:

(1) requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or

(2) is not covered by paragraph (1) and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due.
6 Del. C. § 3-305 — Delaware Code / Title 6 / Article 3 / Part 3 / Section 3-305
§ Â
        3-305. Defenses and claims in recoupment.
Status: in_force

(a) Except as stated in subsection (b), the right to enforce the obligation of a party to pay an instrument is subject to the following:

(1) A defense of the obligor based on (i) infancy of the obligor to the extent it is a defense to a simple contract, (ii) duress, lack of legal capacity, or illegality of the transaction which, under other law, nullifies the obligation of the obligor, (iii) fraud that induced the obligor to sign the instrument with neither knowledge nor reasonable opportunity to learn of its character or its essential terms, or (iv) discharge of the obligor in insolvency proceedings;

(2) A defense of the obligor stated in another section of this article or a defense of the obligor that would be available if the person entitled to enforce the instrument were enforcing a right to payment under a simple contract; and

(3) A claim in recoupment of the obligor against the original payee of the instrument if the claim arose from the transaction that gave rise to the instrument; but the claim of the obligor may be asserted against a transferee of the instrument only to reduce the amount owing on the instrument at the time the action is brought.

(b) The right of a holder in due course to enforce the obligation of a party to pay the instrument is subject to defenses of the obligor stated in subsection (a)(1), but is not subject to defenses of the obligor stated in subsection (a)(2) or claims in recoupment stated in subsection (a)(3) against a person other than the holder.

(c) Except as stated in subsection (d), in an action to enforce the obligation of a party to pay the instrument, the obligor may not assert against the person entitled to enforce the instrument a defense, claim in recoupment, or claim to the instrument (Section 3-306) of another person, but the other person’s claim to the instrument may be asserted by the obligor if the other person is joined in the action and personally asserts the claim against the person entitled to enforce the instrument. An obligor is not obliged to pay the instrument if the person seeking enforcement of the instrument does not have rights of a holder in due course and the obligor proves that the instrument is a lost or stolen instrument.

(d) In an action to enforce the obligation of an accommodation party to pay an instrument, the accommodation party may assert against the person entitled to enforce the instrument any defense or claim in recoupment under subsection (a) that the accommodated party could assert against the person entitled to enforce the instrument, except the defenses of discharge in insolvency proceedings, infancy, and lack of legal capacity.
6 Del. C. § 3-502 — Delaware Code / Title 6 / Article 3 / Part 5 / Section 3-502
§ Â
        3-502. Dishonor.
Status: in_force

(a) Dishonor of a note is governed by the following rules:

(1) If the note is payable on demand, the note is dishonored if presentment is duly made to the maker and the note is not paid on the day of presentment.

(2) If the note is not payable on demand and is payable at or through a bank or the terms of the note require presentment, the note is dishonored if presentment is duly made and the note is not paid on the day it becomes payable or the day of presentment, whichever is later.

(3) If the note is not payable on demand and paragraph (2) does not apply, the note is dishonored if it is not paid on the day it becomes payable.

(b) Dishonor of an unaccepted draft other than a documentary draft is governed by the following rules:

(1) If a check is duly presented for payment to the payor bank otherwise than for immediate payment over the counter, the check is dishonored if the payor bank makes timely return of the check or sends timely notice of dishonor or nonpayment under Section 4-301 or 4-302, or becomes accountable for the amount of the check under Section 4-302.

(2) If a draft is payable on demand and paragraph (1) does not apply, the draft is dishonored if presentment for payment is duly made to the drawee and the draft is not paid on the day of presentment.

(3) If a draft is payable on a date stated in the draft, the draft is dishonored if (i) presentment for payment is duly made to the drawee and payment is not made on the day the draft becomes payable or the day of presentment, whichever is later, or (ii) presentment for acceptance is duly made before the day the draft becomes payable and the draft is not accepted on the day of presentment.

(4) If a draft is payable on elapse of a period of time after sight or acceptance, the draft is dishonored if presentment for acceptance is duly made and the draft is not accepted on the day of presentment.

(c) Dishonor of an unaccepted documentary draft occurs according to the rules stated in subsection (b)(2), (3), and (4), except that payment or acceptance may be delayed without dishonor until no later than the close of the third business day of the drawee following the day on which payment or acceptance is required by those paragraphs.

(d) Dishonor of an accepted draft is governed by the following rules:

(1) If the draft is payable on demand, the draft is dishonored if presentment for payment is duly made to the acceptor and the draft is not paid on the day of presentment.

(2) If the draft is not payable on demand, the draft is dishonored if presentment for payment is duly made to the acceptor and payment is not made on the day it becomes payable or the day of presentment, whichever is later.

(e) In any case in which presentment is otherwise required for dishonor under this section and presentment is excused under Section 3-504, dishonor occurs without presentment if the instrument is not duly accepted or paid.

(f) If a draft is dishonored because timely acceptance of the draft was not made and the person entitled to demand acceptance consents to a late acceptance, from the time of acceptance the draft is treated as never having been dishonored.
6 Del. C. § 4212 — Delaware Code / Title 6 / Chapter 42 / Section 4212
§ Â
        4212. Noncomplying contract voidable.
Status: in_force

Any health spa contract which does not comply with the applicable provisions of this chapter shall be voidable at the option of the buyer.
6 Del. C. § 5133 — Delaware Code / Title 6 / Chapter 51 / Section 5133
§ Â
        5133. Impersonation of officer; penalties.
Status: in_force

Any person who shall impersonate in any way the Secretary of Agriculture or any one of the inspectors by the use of the Secretary’s seal or a counterfeit of the Secretary’s seal, or in any other manner, upon conviction thereof, shall be punished by a fine of not less than $100 or more than $500, or by imprisonment for not more than 6 months, or by both such fine and imprisonment.
6 Del. C. § 15-1004 — Delaware Code / Title 6 / Chapter 15 / Subchapter X / Section 15-1004
§ Â
        15-1004. Reinstatement of statement of qualification or statement of foreign qualification.
Status: in_force

(a) A partnership whose statement of qualification or statement of foreign qualification has been canceled pursuant to § 15-111(d) or § 15-111(i)(4) of this title may apply to the Secretary of State for reinstatement after the effective date of the cancellation. The application must state:

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

(2) That the partnership has obtained and designated a new registered agent as required by § 15-111(a) of this title and the name and address of such new registered agent and the address of the partnership’s registered office in the State of Delaware.

(b) A cancellation of a partnership’s statement of qualification or statement of foreign qualification pursuant to § 15-111(d) and (i)(4) of this title only affects a partnership’s status as a limited liability partnership or a foreign limited liability partnership and is not an event of dissolution of the partnership.

(c) A reinstatement under subsection (a) of this section relates back to and takes effect as of the effective date of the cancellation, and the partnership’s status as a limited liability partnership or a foreign limited liability partnership continues as if the cancellation had never occurred.
6 Del. C. § 4321 — Delaware Code / Title 6 / Chapter 43 / Subchapter V / Section 4321
§ Â
        4321. Periodic statements of account.
Status: in_force

At any time after its execution, but not later than 1 year after the last payment made thereunder, the holder of a contract shall, upon written request of the buyer made in good faith, promptly give or forward to the buyer a detailed written statement which will state with accuracy the total amount, if any, unpaid thereunder. Such a statement shall be supplied by the holder once each year without charge; if any additional statement is requested by the buyer, the holder shall supply such statement to the buyer at a charge not exceeding $1.00 for each additional statement supplied to the buyer. The provisions of this section shall not apply to those transactions wherein, instead of periodic statements of account, the buyer is provided with a passbook, payment book or coupon book in which all payment, credits, charges and the unpaid balance are indicated.
6 Del. C. § 4304 — Delaware Code / Title 6 / Chapter 43 / Subchapter II / Section 4304
§ Â
        4304. Contract to contain entire agreement; bold type headings; notice to buyer.
Status: reserved

Every retail installment contract shall contain:

(1) The entire agreement of the parties with respect to the cost and terms of payment for the goods and services, which terms of payment must coincide with those stated in any promissory notes or any other evidences of indebtedness between the parties relating to the transaction;

(2) Either at the top of the contract or directly above the space reserved for the signature of the buyer, the words “conditional sale contract” or “lien contract,” as the case may be, shall appear in at least 10-point bold type where a security interest in the goods is retained or a lien on other goods or realty is obtained by the seller as security for the goods or services purchased. Either at the top of the contract or directly above the space reserved for the signature of the buyer, the words “retail installment contract” shall appear in at least 10-point bold type where security is not obtained by the seller for the goods or services purchased;

(3) A notice in at least 8-point bold type reading as follows:

“Notice to the buyer: (1) Do not sign this agreement before you read it or if it contains any blank space. (2) You are entitled to a completely filled-in copy of this agreement. (3) Under the law, you have the right to pay off in advance the full amount due and under certain conditions to obtain a partial refund of the service charge.”
6 Del. C. § 2502A — Delaware Code / Title 6 / Chapter 25A / Section 2502A
§ Â
        2502A. Definitions.
Status: in_force

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

(1) “Advertisement” shall have the same meaning as defined in § 2511 of this title.

(2) “Customer” means a person who is or may be required to pay for merchandise offered through telemarketing by a seller, telemarketer or telemarketing business.

(3) “Investment” means any property, real or personal, tangible or intangible, that is offered for sale, sold or traded based wholly or in part on representations, express or implied, that the property may or will generate income or profit or appreciate in value.

(4) “Merchandise” shall have the same meaning as defined in § 2511 of this title. Additionally, “merchandise” includes loans, services related to a person’s credit worthiness, leases of personal property, prizes from prize promotions, long-distance telephone services and investments.

(5) “Person” shall have the same meaning as defined in § 2511 of this title.

(6) “Prize” means anything offered, or purportedly offered, and given, or purportedly given, to a person by chance. In addition to its ordinary meaning, for this purpose, “by chance” includes circumstances whereby a person is guaranteed to receive merchandise or anything of value and at the time of the offer or purported offer the telemarketer does not identify the specific item that the person will receive.

(7) “Prize promotion” means a sweepstakes or other game of chance or an oral or written representation, express or implied, that a person has won or has been selected to receive or is eligible to receive a prize or purported prize.

(8) “Sale” shall have the same meaning as defined in § 2511 of this title.

(9) “Seller” means any person who or which utilizes telemarketing or engages the services of a telemarketing business to promote, advertise, sell or distribute merchandise.

(10) “Solicitation” means a written or oral notification, advertisement or offer that consists of any 1 or more of the following characteristics:

a. Transmitted to a customer by or on behalf of a seller by any printed, audio, video, cinematic, telephonic or electronic means, including a computer; or

b. In the case of a transmission to a customer by any means other than by telephone, any one of the following occurs:

1. The original communication is followed by a telephone call from a telemarketer or seller in connection with the notification, advertisement or offer;

2. The original communication invites a response by telephone and through that response, a telemarketer attempts a sale of merchandise to the customer; or

3. The original communication invites a customer to call a 900-line service or similar telephone number for any reason.

(11) “Telemarketer” means a natural person who, from any location, in connection with telemarketing, initiates or receives or causes the initiation or receipt of telephone calls to or from a customer who is located in the State. A person “causes the initiation or receipt” of telephone calls if the person manages, directs or supervises the activities of persons engaged in telemarketing.

(12) “Telemarketing” is an organized activity, program or campaign by 1 or more telemarketers that is conducted for solicitation of a sale of merchandise through the use of 1 or more telephones to contact customers.

(13) “Telemarketing business” means any person who or which engages in telemarketing on behalf of any seller in exchange for any consideration or compensation.
6 Del. C. § 73-703 — Delaware Code / Title 6 / Chapter 73 / Subchapter VII / Section 73-703
§ Â
        73-703. Investor protection fund.
Status: repealed

(a) All moneys as described in subsection (b) of this section shall be credited by the State Treasurer to a fund to be known as the “Investor Protection Fund.”

(b) The Investor Protection Fund will be a revolving fund and shall be funded as follows:

(1) Beginning on July 1 of each year (after the funds for the operations of the Investor Protection Unit have been deposited and credited to the Securities Administrative Payroll Appropriation pursuant to the Budget Act for that fiscal year) any moneys collected by the Unit shall be credited to the Investor Protection Fund and shall continue to be credited to the fund until such time as the amount so credited to the fund equals $550,000. Such $550,000 shall be in addition to any moneys credited to the Investor Protection Fund under any other provision in this section.

(2) Any moneys paid pursuant to court order or judgment, including costs and attorney’s fees, in a securities action brought by the Attorney General or the Investor Protection Director pursuant to this chapter shall be credited to the Investor Protection Fund; and

(3) Any moneys received by the Director pursuant to any settlement agreement shall be credited to the Investor Protection Fund.

(c) Any fines, costs or other moneys (except those obtained as restitution or rescission) received by the Director as a result of an administrative order (other than a consent order) shall be credited to the General Fund.

(d) If, at the end of any fiscal year, the balance in the Investor Protection Fund exceeds $750,000, the excess shall be withdrawn from the Investor Protection Fund and deposited in the General Fund.

(e) The Attorney General is authorized to expend from the Investor Protection Fund such moneys as are necessary for the payment of costs, expenses, and charges incuarrred in connection with the activities of the Investor Protection Unit under this chapter, including enforcement, training, education, and dissemination of information to the public, and, if approved by the Director of the Fraud and Consumer Protection Division, such other costs, expenses, and charges incurred by the Fraud and Consumer Protection Division in connection with activities related to consumer protection and financial fraud.

(1)-(3) [Repealed.]

(f) The Attorney General and the Investor Protection Director shall provide such reports as to the expenditure of moneys from the Investor Protection Fund to the Director of the Office of Management and Budget and the Controller General, and in such detail as they require.
6 Del. C. § 2502K — Delaware Code / Title 6 / Chapter 25K / Section 2502K
§ Â
        2502K. Mandatory disclosure of information related to dementia care services [For application of this section, see 84 Del. Laws, c. 328, Â 2].
Status: in_force

(a) An assisted living facility that advertises, markets, or otherwise represents that the facility provides dementia care services must, in the form prescribed by the Department, disclose the following information in plain and easily-understandable language:

(1) A description of the facility’s overall philosophy and mission which reflects the needs of residents affected by Alzheimer’s disease or other dementias, how such philosophy and mission is reflected in the facility’s recruitment of direct care staff, and a description of the facility’s policy on the use of psychotropic medication.

(2) Whether the facility maintains an accreditation or certification related to memory care services that has been approved by the Department.

(3) If applicable, a list of accreditations or certifications related to memory care services, approved by the Department, that the facility maintains, including the date that the accreditation or certification was attained, the expiration date of the accreditation or certification, and the name of the independent accrediting organization providing the accreditation or certification.

(4) A description of the facility’s pre-admission process and admission process, including the following:

a. A description of the facility’s intended resident population, including the levels of care that the facility can provide, and the symptoms of Alzheimer’s disease or other dementias that the facility is able to manage.

b. The criteria for placement in, admission to, transfer to, and discharge from the facility’s dementia care services, and, if applicable, the facility’s secured memory care unit.

c. The frequency and types of nutrition and hydration services provided for residents receiving dementia care services.

d. A sample service agreement.

e. A description of the facility’s process for establishing and updating service agreements, including policies relating to resident assessment.

(5) A description of the facility’s staffing plan, and a description of the facility’s training for dementia care services.

(6) A description of the facility’s processes for determining types and frequency of direct care for residents receiving dementia care services, including how the facility assesses different levels of care.

(7) A description of the facility’s procedures for securing and monitoring residents in its secured memory care unit, a description of the physical environment and design features of the facility in which dementia care services will be provided, and a description of the facility’s procedures for responding to an unauthorized exit of a resident receiving dementia care services.

(8) The frequency of and a description of the types of resident activities offered by the facility for residents receiving dementia care services, including the qualifications of the individual providing these services.

(9) A description of the facility’s policies for addressing the mental health, behavior management, and social functioning needs of residents receiving dementia care services, including changes in a resident’s condition.

(10) A description of the facility’s procedures for responding to complaints.

(11) A complete fee schedule for all services offered by the facility, including the cost of dementia care services, and any additional fees or fee schedules.

(b) An assisted living facility that advertises, markets, or otherwise represents that the facility provides dementia care services shall provide a copy of the disclosure described in this section and a plain-language description of the rights provided under this chapter to all of the following:

(1) Each resident or their authorized representative within 90 days of implementation of 84 Del. Laws, c. 328 and within 7 days of any change to the facility’s policies that would necessitate a change to the information required to be disclosed in this section.

(2) Each individual applying for dementia care services or their authorized representative prior to admission to the assisted living facility.

(c) An assisted living facility that advertises, markets, or otherwise represents that the facility provides dementia care services must obtain signed confirmation by the resident, individual applying for dementia care services, or the individual’s authorized representative that the resident, individual applying for dementia care services, or the individual’s authorized representative has received a copy of the disclosure described in this section.

(d) An assisted living facility that advertises, markets, or otherwise represents that the facility provides dementia care services must retain a record of all signed confirmations as long as the resident remains at the facility and for a period of 3 years after the resident no longer resides at the facility.

(e) An assisted living facility that advertises, markets, or otherwise represents that the facility provides dementia care services must submit a copy of the disclosure described in this section to the Department within 90 days of the implementation of 84 Del. Laws, c. 328 and within 7 days of any change to the facility’s policies that would necessitate a change to the information required to be disclosed in this section.

(f) The Department shall promulgate rules and regulations to carry out the provisions of this section.

(g) The Department may conduct investigations to ensure compliance with this section and the regulations adopted pursuant to it, in the manner allowed by § 1107(c) of Title 16.

(h) If such investigation reveals material noncompliance or a pattern of noncompliance with this section, the Department shall provide findings and supporting evidence from a completed investigation to the Department of Justice for enforcement under subchapter II of Chapter 25 of this title.
6 Del. C. § 2A-530 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-530
§ Â
        2A-530. Lessorâs incidental damages.
Status: in_force

Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the lessee’s default, in connection with return or disposition of the goods, or otherwise resulting from the default.