6 Del. C. § 3506 — Delaware Code / Title 6 / Chapter 35 / Section 3506
§ Â
        3506. Interest penalties on late payments.
Status: in_force

(a) Each construction contract awarded by an owner shall include:

(1) A payment clause which obligates the owner to pay the contractor for satisfactory performance under the contract within 30 days of the end of the billing period;

(2) An interest penalty clause which obligates the owner to pay the contractor an interest penalty on amounts due in the case of each payment not made in accordance with the payment clause included in the contract pursuant to paragraph (a)(1) of this section;

(3) The clause required by this subsection shall not be construed to impair the right of the owner to include in its contracts provisions which permit the owner to retain a specified percentage of each progress payment otherwise due to a contractor for satisfactory performance under the contract without incurring any obligation to incur an interest penalty, in accordance with the terms and conditions agreed to by the parties to the contract. In such a case, the owner must provide written notice to contractor as to why payment is being withheld within 7 days of the date required for payment to the contractor.

(b) Each construction contract awarded by a contractor shall include:

(1) A payment clause which obligates the contractor to pay the subcontractor and each supplier for satisfactory performance under the subcontract within 30 days out of such amounts as are paid to the contractor; and

(2) An interest penalty clause which obligates the contractor to pay the subcontractor and each supplier an interest penalty on amounts due in the case of each payment not made in accordance with the payment clause included in the contract pursuant to paragraph (b)(1) of this section.

(c) The interest penalty shall apply to the period beginning on the day after the required date and ending on the date on which payment of that amount due is made and shall be computed at the legal rate in effect at the time the obligation to pay a late payment interest penalty accrues. Any amount of an interest penalty which remains unpaid at the end of any 30-day period shall be added to the principal amount of the debt and thereafter interest penalties shall accrue on such amount.

(d) The clauses required by subsection (b) of this section shall not be construed to impair the right of the contractor to include in its subcontracts provisions which permit the contractor to retain a specified percentage of each progress payment otherwise due to a subcontractor and each supplier for satisfactory performance under the subcontract without incurring any obligation to incur an interest penalty, in accordance with the terms and conditions agreed to by the parties to the contract. In such a case, the contractor must provide written notice to the subcontractor or supplier as to why payment is being withheld within 7 days of the date required for payment to the subcontractor or supplier.

(e) If it is determined by a court of competent jurisdiction that a payment withheld pursuant to paragraph (a)(3) or subsection (d) of this section was not withheld in good faith for reasonable cause, the court may award reasonable attorney’s fees to the prevailing party. In any civil action brought pursuant to this section, if a court determines after a hearing for such purpose that the cause was initiated, or a defense was asserted, or a motion was filed or any proceeding therein was done frivolously or in bad faith, the court shall require the party who initiated such cause, asserted such defense, filed such motion or caused such proceeding to be had to pay the other party named in such action the amount of the costs attributable thereto and reasonable expenses incurred by such party, including reasonable attorney’s fees.

(f) Once a contractor has made payment to the subcontractor or supplier according to the payment terms of the construction contract or the provisions of this section, future claims for payment against the contractor or any surety of the contractor by parties owed payment from the subcontractor or supplier shall be barred.
6 Del. C. § 2-306 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-306
§ Â
        2-306. Output, requirements and exclusive dealings.
Status: in_force

(1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.

(2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.
6 Del. C. § 73-603 — Delaware Code / Title 6 / Chapter 73 / Subchapter VI / Section 73-603
§ Â
        73-603. Escrow of funds.
Status: in_force

Whenever the Director shall deem it necessary in the public interest the Director may require that the proceeds of sale of the securities of an issuer be held intact until such proceeds aggregate a fixed amount and that such proceeds be held intact under an appropriate agreement of escrow with a bank or trust company approved by the Director.
6 Del. C. § 3-414 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-414
§ Â
        3-414. Obligation of drawer.
Status: in_force

(a) This section does not apply to cashier’s checks or other drafts drawn on the drawer.

(b) If an unaccepted draft is dishonored, the drawer is obliged to pay the draft (i) according to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder, or (ii) if the drawer signed an incomplete instrument, according to its terms when completed, to the extent stated in Sections 3-115 and 3-407. The obligation is owed to a person entitled to enforce the draft or to an indorser who paid the draft under Section 3-415.

(c) If a draft is accepted by a bank, the drawer is discharged, regardless of when or by whom acceptance was obtained.

(d) If a draft is accepted and the acceptor is not a bank, the obligation of the drawer to pay the draft if the draft is dishonored by the acceptor is the same as the obligation of an indorser under Section 3-415(a) and (c).

(e) If a draft states that it is drawn “without recourse” or otherwise disclaims liability of the drawer to pay the draft, the drawer is not liable to pay the draft if the draft is not a check. A disclaimer of the liability stated in subsection (b) is not effective if the draft is a check.

(f) If (i) a check is not presented for payment or given to a depositary bank for collection within 30 days after its date, (ii) the drawee suspends payments after expiration of the 30-day period without paying the check, and (iii) because of the suspension of payments, the drawer is deprived of funds maintained with the drawee to cover payment of the check, the drawer to the extent deprived of funds may discharge its obligation to pay the check by assigning to the person entitled to enforce the check the rights of the drawer against the drawee with respect to the funds.
6 Del. C. § 4222 — Delaware Code / Title 6 / Chapter 42 / Section 4222
§ Â
        4222. Enforcement.
Status: in_force

A violation of this chapter shall be within the scope of the enforcement duties and powers of the Division of Consumer Protection, as described in Chapter 25 of Title 29.
6 Del. C. § 17-1112 — Delaware Code / Title 6 / Chapter 17 / Subchapter XI / Section 17-1112
§ Â
        17-1112. Revival of registered series.
Status: in_force

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

(1) The name of the limited partnership at the time the certificate of registered series was canceled and, if such name has changed, the name of the limited partnership at the time of revival of the registered series;

(2) The name of the registered series at the time the certificate of registered series was canceled and, if such name is not available at the time of revival, the name under which the registered series is to be revived;

(3) The date of filing of the original certificate of registered series;

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

(5) Any other matters the persons executing the certificate of revival of registered series determine to include therein.

(b) The certificate of revival of registered series shall be deemed to be an amendment to the certificate of registered series, and no further actions shall be required to amend its certificate of registered series under § 17-221(d)(3) of this title with respect to the matters set forth in such certificate of revival.

(c) Upon the filing of a certificate of revival of registered series, a registered series shall be revived with the same force and effect as if its certificate of registered series had not been canceled pursuant to § 17-1110(b) of this title. Such revival shall validate all contracts, acts, matters and things made, done and performed by the registered series, its partners, employees and agents during the time when its certificate of registered series was canceled pursuant to § 17-1110(b) of this title, with the same force and effect and to all intents and purposes as if the certificate of registered series had remained in full force and effect. All real and personal property, and all rights and interests, which belonged to the registered series at the time its certificate of registered series was canceled pursuant to § 17-1110(b) of this title or which were acquired by the registered series following the cancellation of its certificate of registered series pursuant to § 17-1110(b) of this title, and which were not disposed of prior to the time of its revival, shall be vested in the registered series after its revival as fully as they were held by the registered series at, and after, as the case may be, the time its certificate of registered series was canceled pursuant to § 17-1110(b) of this title. After its revival, the registered series and its partners shall have the same liability for all contracts, acts, matters and things made, done or performed in the registered series’ name and on its behalf by its partners, employees and agents as the registered series and its partners would have had if its certificate of registered series had at all times remained in full force and effect.
6 Del. C. § 4-207 — Delaware Code / Title 6 / Article 4 / Part 2 / Section 4-207
§ Â
        4-207. Transfer warranties.
Status: in_force

(a) A customer or collecting bank that transfers an item and receives a settlement or other consideration warrants to the transferee and to any subsequent collecting bank that:

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

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

(3) The item has not been altered;

(4) The item is not subject to a defense or claim in recoupment (Section 3-305(a)) of any party that can be asserted against the warrantor; and

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

(b) If an item is dishonored, a customer or collecting bank transferring the item and receiving settlement or other consideration is obliged to pay the amount due on the item (i) according to the terms of the item at the time it was transferred, or (ii) if the transfer was of an incomplete item, according to its terms when completed as stated in Sections 3-115 and 3-407. The obligation of a transferor is owed to the transferee and to any subsequent collecting bank that takes the item in good faith. A transferor cannot disclaim its obligation under this subsection by an indorsement stating that it is made “without recourse” or otherwise disclaiming liability.

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

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

(e) A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.
6 Del. C. § 7610 — Delaware Code / Title 6 / Chapter 76 / Section 7610
§ Â
        7610. Exempted transaction.
Status: in_force

This chapter does not apply to agreements for the rental of property in which the person who rents the property has no legal right to become the owner of the rented property.
6 Del. C. § 2561 — Delaware Code / Title 6 / Chapter 25 / Subchapter VI / Section 2561
§ Â
        2561. Definitions.
Status: in_force

As used in this subchapter:

(1) “Person” includes an individual, corporation, trust, estate, partnership, unincorporated association, or any other legal or commercial entity.

(2) “Pyramid or chain distribution scheme” means a sales device whereby a person, upon a condition that the person part with money, property or any other thing of value, is granted a franchise license, distributorship or other right which person may further perpetuate the pyramid or chain of persons who are granted such franchise, license, distributorship or right upon such condition. A limitation as to the number of persons who may participate, or the presence of additional conditions upon the eligibility for such a franchise, license, distributorship or other right recruit or upon the receipt of profits therefrom, does not change the identity of the scheme as a pyramid or chain distribution scheme.
6 Del. C. § 5006B — Delaware Code / Title 6 / Chapter 50B / Section 5006B
§ Â
        5006B. Availability of other remedies; waivers void; additional relief.
Status: in_force

(a) This chapter does not limit rights or remedies which are otherwise available under any uniform commercial code, consumer protection statute, or any other applicable law or regulation.

(b) A waiver of rights by a consumer under this chapter is void.

(c) In addition to pursuing other remedies, a consumer may bring an action to recover damages for any damages caused by a violation of this chapter. The court shall award a consumer who prevails in the action twice the amount of any pecuniary loss, together with costs, disbursements, reasonable attorney’s fees, and any equitable relief that the court may determine is appropriate.
6 Del. C. § 17-406 — Delaware Code / Title 6 / Chapter 17 / Subchapter IV / Section 17-406
§ Â
        17-406. Remedies for breach of partnership agreement by general partner.
Status: in_force

A partnership agreement may provide that (1) a general partner who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences, and (2) at the time or upon the happening of events specified in the partnership agreement, a general partner shall be subject to specified penalties or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 17-502(c) of this title.
6 Del. C. § 2906 — Delaware Code / Title 6 / Chapter 29 / Section 2906
§ Â
        2906. Equal treatment.
Status: repealed

Repealed by 77 Del. Laws, c. 394, § 5, effective July 15, 2010.
6 Del. C. § 4219 — Delaware Code / Title 6 / Chapter 42 / Section 4219
§ Â
        4219. Private right of action.
Status: in_force

(a) Any buyer damaged by a violation of this chapter may bring an action for recovery of damages. If damages are awarded to the aggrieved party, such damages shall be triple the amount of the actual damages proved plus reasonable attorney fees.

(b) Nothing in this chapter shall be construed so as to nullify or impair any right or rights which a buyer may have at common law, by statute or otherwise.
6 Del. C. § 2A-401 — Delaware Code / Title 6 / Article 2A / Part 4 / Section 2A-401
§ Â
        2A-401. Insecurity: adequate assurance of performance.
Status: in_force

(1) A lease contract imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired.

(2) If reasonable grounds for insecurity arise with respect to the performance of either party, the insecure party may demand in writing adequate assurance of due performance. Until the insecure party receives that assurance, if commercially reasonable the insecure party may suspend any performance for which he or she has not already received the agreed return.

(3) A repudiation of the lease contract occurs if assurance of due performance adequate under the circumstances of the particular case is not provided to the insecure party within a reasonable time, not to exceed 30 days after receipt of a demand by the other party.

(4) Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered must be determined according to commercial standards.

(5) Acceptance of any nonconforming delivery or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance.
6 Del. C. § 2580 — Delaware Code / Title 6 / Chapter 25 / Subchapter VIII / Section 2580
§ Â
        2580. Definitions.
Status: in_force

(a) “Elder person” means a person who is 65 years of age or older.

(b) “Major life activities” includes functions such as caring for one’s self, performing manual tasks, walking, seeing, hearing, speaking, breathing, learning and working.

(c) “Person with a disability” means a person who has a disability as defined in § 4602 of this title.

(d) “Substantially limits” means substantially interferes with or affects over an extended period of time. Minor temporary ailments or injuries shall not be considered physical or mental impairments which substantially limit a person’s major life activities. Examples of minor temporary ailments are colds, influenza or sprains or minor injuries.
6 Del. C. § 2418A — Delaware Code / Title 6 / Chapter 24A / Section 2418A
§ Â
        2418A. Communication by electronic or other means.
Status: in_force

(a) In this section:

(1) “Federal act” means the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., as amended;

(2) “Consumer” means an individual who seeks or obtains goods or services that are used primarily for personal, family, or household purposes.

(b) A provider may satisfy the requirements of § 2417A, § 2419A, or § 2427A of this title by means of the Internet or other electronic means if the provider obtains a consumer’s consent in the manner provided by § 101(c)(1) of the federal act [15 U.S.C. § 7001(c)(1)].

(c) The disclosures and materials required by §§ 2417A, 2419A, and 2427A of this title shall be presented in a form that is capable of being accurately reproduced for later reference.

(d) With respect to disclosure by means of an Internet website, the disclosure of the information required by § 2417A(d) of this title must appear on 1 or more screens that:

(1) Contain no other information; and

(2) The individual must see before proceeding to assent to formation of a plan.

(e) At the time of providing the materials and agreement required by §§ 2417A(c) and (d), 2419A, and 2427A of this title, a provider shall inform the individual that upon electronic, telephonic, or written request, it will send the individual a written copy of the materials and shall comply with a request as provided in subsection (f) of this section.

(f) If a provider is requested, before the expiration of 90 days after a plan is completed or terminated, to send a written copy of the materials required by §§ 2417A(c) and (d), 2419A or § 2427A of this title, the provider shall send them at no charge within 3 business days after the request, but the provider need not comply with a request more than once per calendar month or if it reasonably believes the request is made for purposes of harassment. If a request is made more than 90 days after a plan is completed or terminated, the provider shall send within a reasonable time a written copy of the materials requested.

(g) A provider that maintains an Internet website shall disclose on the home page of its website or on a page that is clearly and conspicuously connected to the home page by a link that clearly reveals its contents:

(1) Its name and all names under which it does business;

(2) Its principal business address, telephone number, and electronic mail address, if any; and

(3) The names of its principal officers.

(h) Subject to subsection (i) of this section, if a consumer who has consented to electronic communication in the manner provided by § 101 of the federal act [15 U.S.C. § 7001] withdraws consent as provided in the federal act, a provider may terminate its agreement with the consumer.

(i) If a provider wishes to terminate an agreement with a consumer pursuant to subsection (h) of this section, it shall notify the consumer that it will terminate the agreement unless the consumer, within 30 days after receiving the notification, consents to electronic communication in the manner provided in § 101(c) of the federal act [15 U.S.C. § 7001(c)]. If the consumer consents, the provider may terminate the agreement only as permitted by § 2419A(a)(6)(G) of this title.
6 Del. C. § 1915 — Delaware Code / Title 6 / Chapter 19 / Section 1915
§ Â
        1915. Short title.
Status: in_force

This chapter shall be known as and may be cited as the “Delaware Uniform Unincorporated Nonprofit Association Act.”
6 Del. C. § 73-207 — Delaware Code / Title 6 / Chapter 73 / Subchapter II / Section 73-207
§ Â
        73-207. Exemptions.
Status: in_force

(a) The following securities are exempted from §§ 73-202, 73-208 and 73-211 of this title:

(1) Any security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state, or any agency or corporation or other instrumentality of one or more of the foregoing, or any certificate of deposit for any of the foregoing;

(2) Any security issued or guaranteed by Canada, any Canadian province, any political subdivision of any such province, any agency or corporate or other instrumentality of 1 or more of the foregoing, or any other foreign government with which the United States currently maintains diplomatic relations, if the security is recognized as a valid obligation by the issuer or guarantor;

(3) Any security issued by and representing an interest in or a debt of, or guaranteed by, any bank organized under the laws of the United States, or any bank, savings institution, or trust company organized and supervised under the laws of any state;

(4) Any security issued by and representing an interest in or a debt of, or guaranteed by, any federal savings and loan association, or any building and loan association organized and supervised under the laws of any state and authorized to do business in this State;

(5) Any security issued by and representing an interest in or a debt of, or guaranteed by, any insurance company organized under the laws of any state and authorized to do business in this State;

(6) Any security issued or guaranteed by any federal credit union or any credit union, industrial loan association, or similar association organized and supervised under the laws of this State;

(7) Any security issued or guaranteed by any railroad, other common carrier, public utility, or holding company which is subject to the jurisdiction of the United States Department of Transportation; a registered holding company under the Public Utility Holding Company Act of 2005 [42 U.S.C. § 16451 et seq.] or a subsidiary of such a company within the meaning of that Act; regulated in respect of its rates and charges by a governmental authority of the United States or any state; or regulated in respect of the issuance or guarantee of the security by a governmental authority of the United States, any state, Canada, or any Canadian province;

(8) Any security listed or approved for listing upon notice of issuance on the New York Stock Exchange, the NYSE Amex Equities, the Pacific Exchange, Inc., the Chicago Stock Exchange, or the NASDAQ OMX PHLX or any other exchange which the Director deems to have substantially the same standards for listing as required by the above mentioned exchanges; any other security of the same issuer which is of senior or substantially equal rank; any security called for by subscription rights or warrants so listed or approved; or any warrant or right to purchase or subscribe to any of the foregoing;

(9) Any security issued by any person organized and operated not for private profit but exclusively for religious, educational, benevolent, charitable, fraternal, social, athletic, or reformatory purposes, or as a chamber of commerce, local industrial development corporation, or trade or professional association;

(10) Any commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which evidences an obligation to pay cash within 9 months of the date of issuance, exclusive of days of grace, or any renewal of such paper which is likewise limited, or any guarantee of such paper or of any such renewal;

(11) Any investment contract issued after the effective date of this act in connection with an employee’s stock purchase, savings, pension, profit-sharing or similar benefit plan;

(12) Any security issued by a bona fide agricultural cooperative operating in this State that is organized under Chapter 85 of Title 3 or as a foreign cooperative association organized under the law of another state that has been duly qualified to transact business in this State;

(13) Any security traded pursuant to the National Association of Securities Dealers Automated Quotations System for which the Director by rule has determined that registration is not necessary for the protection of investors.

(b) The following transactions are exempted from §§ 73-202, 73-208 and 73-211 of this title:

(1) Any isolated nonissuer transaction, whether effected through a broker-dealer or not;

(2) Any nonissuer transaction by a registered agent of a registered broker-dealer, and any resale transaction by a sponsor of a unit investment trust registered under the Investment Company Act of 1940 [15 U.S.C. § 80a-1 et seq.], in a security of a class that has been outstanding in the hands of the public for at least 90 days, provided, at the time of the transaction:

a. The issuer of the security is actually engaged in business and not in the organization stage or in bankruptcy or receivership and is not a blank check, blind pool or shell company whose primary plan of business is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person or persons;

b. The security is sold at a price reasonably related to the current market price of the security;

c. The security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security;

d. A nationally recognized securities manual designated by rule or order of the Director or a document filed with the Securities and Exchange Commission that is publicly available through the SEC’s Electronic Data Gathering and Retrieval System (EDGAR) and contains:

1. A description of the business and operations of the issuer;

2. The names of the issuer’s officers and directors, if any, or, in the case of an issuer not domiciled in the United States, the corporate equivalents of such persons in the issuer’s country of domicile;

3. An audited balance sheet of the issuer as of a date within 18 months or, in the case of a reorganization or merger where parties to the reorganization or merger had such audited balance sheet, a pro forma balance sheet; and

4. An audited income statement for each of the issuer’s immediately preceding 2 fiscal years, or for the period of existence of the issuer, if in existence for less than 2 years or, in the case of a reorganization or merger where the parties to the reorganization or merger had such audited income statement, a pro forma income statement; and

e. The issuer of the security has a class of equity securities listed on a national securities exchange registered under the Securities Exchange Act of 1934 [15 U.S.C. § 78a et seq.], or designated for trading on the National Association of Securities Dealers Automated Quotation System (NASDAQ), unless:

1. The issuer of the security is a unit investment trust registered under the Investment Company Act of 1940 [15 U.S.C. § 80a-1 et seq.];

2. The issuer of the security has been engaged in continuous business (including predecessors) for at least 3 years; or

3. The issuer of the security has total assets of at least $2,000,000 based on an audited balance sheet as of a date within 18 months or, in the case of a reorganization or merger where parties to the reorganization or merger had such audited balance sheet, a pro forma balance sheet.

(3) Any nonissuer transaction effected by or through a registered broker-dealer pursuant to an unsolicited order or offer to buy; but the Director may by rule require that the customer acknowledge upon a specified form that the sale was unsolicited, and that a signed copy of each such form be preserved by the broker-dealer for a specified period;

(4) Any transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters;

(5) Any transaction in a bond or other evidence of indebtedness secured by a real or chattel mortgage or deed of trust, or by an agreement for the sale of real estate or chattels, if the entire mortgage, deed of trust or agreement, together with all the bonds or other evidences of indebtedness secured thereby, is offered and sold as a unit;

(6) Any transaction by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator;

(7) Any transaction executed by a bona fide pledgee without any purpose of evading this chapter;

(8) Any offer or sale to a bank, savings institution, trust company, insurance company, investment company as defined in the Investment Company Act of 1940 [15 U.S.C. § 80a-1 et seq.], pension or profit-sharing trust, or other financial institution or institutional buyer, or to a broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity;

(9) Any transaction pursuant to an offer directed by the offerer to not more than 25 persons (other than those designated in paragraph (b)(8) of this section) in this State during any period of 12 consecutive months, whether or not the offerer or any of the offerees is then present in this State, if the seller reasonably believes that all the buyers in this State, other than those designated in paragraph (b)(8) of this section, are purchasing for investment; but the Director may by rule or order, as to any security or transaction or any type of security or transaction, withdraw or further condition this exemption, or increase or decrease the number of offerees permitted, or waive the condition relating to investment intent; provided, however, the Director may by rule or order exempt transactions that are exempt under federal securities laws or regulations;

(10) Any offer or sale of a preorganization certificate or subscription if no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective subscriber, the number of subscribers does not exceed 10, and no payment is made by any subscriber;

(11) Any transaction pursuant to an offer to existing security holders of the issuer, including persons who at the time of the transaction are holders of the convertible securities, nontransferable warrants, or transferable warrants exercisable within not more than 90 days of their issuance, if no commission or other remuneration (other than a standby commission) is paid or given directly or indirectly for soliciting any security holder in this State, or the issuer first files a notice specifying the terms of the offer and the Director does not by order disallow the exemption within the next 5 full business days;

(12) Any offer (but not a sale) of a security for which a registration statement has been filed under this chapter if no stop order or refusal order is in effect and no public proceeding or examination looking toward such an order is pending, and if the offerer complies with § 73-204(d) of this title;

(13) Any offer or sale of a security by or through a registered broker-dealer if such offer or sale is not directly or indirectly for the benefit of the issuer or a person who is known or should reasonably be known to such broker-dealer to be the record or beneficial owner of 10 percent or more of the outstanding voting securities of the issuer; the security is not part of an unsold allotment or subscription taken by a participant in a distribution directly or indirectly for the benefit of the issuer or a person who is known or should reasonably be known by such broker-dealer to be the record or beneficial owner of 10 percent or more of the outstanding voting securities of the issuer; and no administrative stop order or similar order or permanent or temporary injunction of any court of competent jurisdiction is in effect under this subtitle or under any federal or state act against the offering or sale of the security or any security of the same class.

(14) Any offer or sale of a viatical settlement investment, if:

a. Such disclosure documents as the Director, by rule or order, requires are delivered to each offeree or purchaser; and

b. The Director is notified in writing of the offer at least 30 days before the offer is made.

(15) Any offer or sale of securities conducted solely in this State to residents of this State in which each of the following conditions is met:

a. The issuer of the security shall be a for-profit entity organized under the laws of the State of Delaware and registered with the Secretary of State with its principal place of business in the State of Delaware.

b. The transaction shall meet the requirements of the federal exemption for intrastate offerings in § 3(a)(11) of the Securities Act of 1933, 15 U.S.C. § 77c(a)(11), and SEC Rule 147, 17 C.F.R. § 230.147. Among other things, these laws and regulations require that such securities must be offered to and sold only to persons who are residents of the State of Delaware at the time of purchase. Prior to any offer or sale pursuant to this exemption, the seller shall obtain documentary evidence from each prospective purchaser that provides the seller with a reasonable basis to believe that such investor is a resident of the State of Delaware.

c. The sum of all cash and other consideration to be received for all sales of the security in reliance upon this exemption shall not exceed $1,000,000, less the aggregate amount received for all sales of securities by the issuer pursuant to this exemption within the 12 months before the first offer or sale made in reliance upon this exemption.

d. The issuer shall not accept more than $5,000 from any single purchaser unless the purchaser is an accredited investor as defined by SEC Rule 501, 17 C.F.R. §  230.501.

e. The issuer must reasonably believe that all purchasers of securities are purchasing for investment and not for sale in connection with a distribution of the security.

f. A commission or other form of remuneration shall not be paid or given, directly or indirectly, for any person’s participation in the offer or sale of securities for the issuer unless the person is registered as a broker-dealer or agent under this chapter.

g. All funds received from investors shall be deposited into a bank or depository institution authorized to do business in the State of Delaware, and all the funds shall be used in accordance with representations made to investors.

h. Not less than 10 days prior to the commencement of an offering pursuant to this exemption the issuer shall provide the Investor Protection Unit of the Delaware Department of Justice a notice in a form required by the Director by rule or order. The notice shall specify that the issuer is conducting an offering in reliance upon this exemption and shall contain, among any other requirements set forth by the Director, a copy of the disclosure document to be provided to prospective investors pursuant to paragraph (b)(15)j. of this section and the names and addresses of all of the following persons:

1. The issuer.

2. Officers, directors and any control person of the issuer.

3. All persons who will be involved in the offer or sale of securities on behalf of the issuer.

4. The bank or other depository institution in which investor funds will be deposited.

i. The issuer shall not be, either before or as a result of the offering:

1. An investment company as defined in § 3 of the Investment Company Act of 1940, 15 U.S.C. § 80a-3, or subject to the reporting requirements of §§ 13 or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78m and 78o(d); or

2. An investment advisor as defined at § 73-103 of this title, nor a person who otherwise provides investment advice as a service or as a fee.

j. The issuer shall provide the following information to each prospective investor at the time the offer of securities is made:

1. A disclosure document that, at a minimum, contains the following information:

A. Evidence that the issuer is a business organization organized under the laws of this State and is authorized to do business in this State;

B. A description of the company, its form and date of business organization, the address and telephone number of its principal office, its history, its business plan, a description of material agreements and the intended use of the offering proceeds, at least 65 percent of which shall be specifically disclosed in dollar amount and percentage terms in a use of proceeds section and which shall also include any amounts to be paid, as compensation or otherwise, to any owner, executive officer, director, managing member, or other person occupying a similar status or performing similar functions on behalf of the issuer;

C. The identity of all persons owning more than 10 percent of the ownership interests of any class of securities of the company, with a description of options or other contingent securities outstanding and a description of the amount of those options or other contingent securities that those persons own;

D. The identity of the executive officers, directors, managing members, and other persons occupying a similar status or performing similar functions in the name of and on behalf of the issuer, including their titles and their prior experience, with a description of options or other contingent securities outstanding and a description of the amount of those options or other contingent securities that those persons own;

E. The terms and conditions of the securities being offered and of any outstanding securities of the company, the minimum and maximum amount of securities being offered, if any, and the percentage ownership of the company represented by the offered securities and the valuation of the company implied by the price of the offered securities;

F. The minimum offering amount that is necessary to implement the business plan, and a notice that the funds will only be released to the issuer if the minimum offering amount is reached;

G. The time and date, which may be no more than 12 months from the date of the offering, by which the minimum offering amount must be reached before the funds will be returned to investors;

H. A description of any litigation or legal proceedings involving the company or its management;

I. A discussion of significant factors that make the offering speculative or risky;

J. A description of any conflicts of interest;

K. Financial statements, including a balance sheet, income statement, cash flow statement, and capitalization of issuer;

L. Any additional information material to the offering.

2. A notice informing all purchasers that the securities have not been registered under this chapter and, therefore, cannot be resold unless the purchaser registers the securities or they qualify for an exemption from registration under this section at the time of the subsequent sale by the purchaser. In addition, the notice shall make the disclosures required by SEC Rule 147(f), 17 C.F.R. § 230.147(f).

3. The issuer shall be responsible for timely updating this disclosure document in the event that there is a material change to any of the information required by paragraph (b)(15)j.1. of this section before the offering closes. The issuer shall distribute any such update to investors in the offering and provide an opportunity for those investors to review the updated disclosure and consent to maintaining their investment or request a refund of their investment. The issuer shall provide the Investor Protection Unit with a copy of all updated disclosure documents at or before the time they are distributed to investors.

k. An offer or sale pursuant to this exemption may be made through 1 or more internet sites subject to the following requirements:

1. Each internet site operator shall register with the Investor Protection Unit by filing an application for registration in a form required by the Director by rule or order. In addition to any other information required by the Director, such registration shall include the following:

A. That the internet site operator is a business entity organized under the laws of this State and authorized to do business in this State;

B. That the internet site is being utilized to offer and sell securities pursuant to this exemption; and

C. The identity and location of, and contact information for, the internet site operator;

2. Each internet site operator will be required to register with the Investor Protection Unit as a broker dealer unless:

A. The internet site operator is registered as a broker-dealer under the Securities Exchange Act of 1934 [15 U.S.C. § 78a et seq.];

B. Is a funding portal registered under the Securities Act of 1933 [15 U.S.C. § 77a et seq.]and provides copies of all documents submitted to the SEC in connection with such registration to the Director; or

C. All of the following apply:

I. It does not offer investment advice or recommendations;

II. It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the internet site;

III. It does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the internet site;

IV. It is not compensated based on the amount of securities sold, and it does not hold, manage, possess, or otherwise handle investor funds or securities;

V. The fee it charges an issuer for an offering of securities on the internet site is a fixed amount for each offering, a variable amount based on the length of time that the securities are offered on the internet site, or a combination of such fixed and variable amounts;

VI. It does not identify, promote, or otherwise refer to any individual security offered on the internet site in any advertising for the internet site; and

VII. It does not engage in other activities the Director determines to be prohibited.

3. The issuer and the internet site operator shall maintain records of all offers and sales of securities effected through the internet site and shall provide ready access to the records to representatives of the Director, upon request. Representatives of the Director may access, inspect, and review any internet site registered under this section as well as its records.

l. This exemption shall not be used in conjunction with any other exemption under this chapter except the exemption to institutional investors at paragraph (b)(8) of this section and for offers and sales to controlling persons of the issuer. Sales to controlling persons shall not count toward the limitation in paragraph (b)(15)c. of this section.

m. This exemption shall not be available if the issuer, or any director, executive officer, general partner, managing member, or other person with management authority over the issuer, or any internet site operator, or any director, executive officer, general partner, managing member, or other person with management authority over the internet site operator, has been subject to any conviction, order, judgment, decree, or other action specified in SEC Rule 506(d)(1) adopted under the Securities Act of 1933 (17 C.F.R. § 230.506(d)(1)) that would disqualify an issuer under SEC Rule 506(d) adopted under the Securities Act of 1933 (17 C.F.R. § 230.506(d)) from claiming an exemption specified in SEC Rule 506(a) to (c) adopted under the Securities Act of 1933 (17 C.F.R. § 230.506(a) to (c)).

n. Nothing in this exemption shall be construed to alleviate any person from the anti-fraud provisions at § 73-201 of this title, nor shall such exemption be construed to provide relief from any other provision of this chapter or any rule or order hereunder, other than as expressly stated.

o. Every notice of exemption provided for in paragraph (b)(15)h. of this section shall be accompanied by a nonrefundable filing fee as required by rule or order of the Director.

(c) The Director may by rule or order deny or revoke any exemption in paragraph (a)(9) or (a)(11) or in subsection (b) of this section, either generally or with respect to a specific security or transaction. No such order may be entered without appropriate prior notice to all interested parties, opportunity for hearing, and written findings of fact and conclusions of law, except that the Director may by order summarily deny or revoke any of the specified exemptions pending final determination of any proceeding under this subsection. Upon the entry of a summary order the Director shall promptly notify all interested parties that it has been entered and of the reasons therefor and that within 15 days of the receipt of a written request the matter will be set down for a hearing. If no hearing is requested and none is ordered by the Director, the order will remain in effect until it is modified or vacated by the Director. If a hearing is requested or ordered, the Director, after notice of and opportunity for hearing to all interested persons, may modify or vacate the order or extend it until final determination. No order under this subsection may operate retroactively. No person may be considered to have violated § 73-202 or § 73-211 of this title by reason of any offer or sale effected after the entry of an order under this subsection if that person sustains the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the order.

(d) In any proceeding under this chapter, the burden of proving an exemption from registration is upon the person claiming it.
6 Del. C. § 2501C — Delaware Code / Title 6 / Chapter 25C / Section 2501C
§ Â
        2501C. Definitions.
Status: in_force

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

(1) “Child” shall be defined as an individual less than 12 years of age.

(2) “Consumer” shall have the meaning as set forth in the Consumer Product Safety Act, 15 U.S.C. §§ 2051 — 2085.

(3) “Person” means an individual, partnership, corporation, association, governmental entity, business entity, or other legal entity.

(4) “Toxic substance” means a substance that contains lead or a coating on an item that contains lead in excess of the limit set by Title 16, Code of Federal Regulations, Part 1303 (i.e., 0.06 percent by weight of the total nonvolatile content of the paint or the weight of the dried paint film); or a substance that has been deemed toxic or harmful to the health of children by the U.S. Consumer Product Safety Commission. “Toxic substance” does not include glass, decorative crystal or inaccessible components.

(5) “Toy” means an article designed and intended for the child’s use in play.
6 Del. C. § 4405 — Delaware Code / Title 6 / Chapter 44 / Section 4405
§ Â
        4405. Door-to-door salesperson identification card.
Status: in_force

(a) (1) Any seller or seller’s representative who solicits a door-to-door sale at a home shall prominently display a door-to-door salesperson identification card obtained from the Department of Finance while soliciting a door-to-door sale. The door-to-door salesperson identification card shall be displayed on the person of the seller or the seller’s representative in such a manner so that a potential buyer shall be able to view the door-to-door salesperson identification card during any transaction with the seller or the seller’s representative soliciting a door-to-door sale.

(2) The Department of Finance shall issue the door-to-door salesperson identification card.

(3) A door-to-door salesperson’s identification card may not be reproduced; as such, the Department of Finance must include a watermark or another feature which proves that the card is an original, and not a reproduction.

(4) A door-to-door salesperson identification card shall contain and display the following information concerning a seller or seller’s representative:

a. The seller’s business name;

b. The full legal name of the seller or the seller’s representative;

c. The telephone number of the seller;

d. The address of the seller’s place of business; and

e. The Delaware business license number of the seller.

(5) For purposes of this section, the term “door-to-door sale” shall include a transaction that would be a door-to-door sale but for the $25 purchase price limitation in the definition of “door-to-door sale” in § 4403(3) of this title, regardless of the purchase price.

(6) This section shall apply only to a door-to-door sale where the seller or the seller’s representative personally solicits the sale at the residence of a person and where the solicitation involves contact with the person other than by merely leaving written solicitation or advertising materials at the person’s residence without speaking with the person.

(7) This section does not apply to a door-to-door sale solicited:

a. Via telephone, mail, e-mail, or Internet;

b. Where the seller or the seller’s representative solicits a person or persons who have been invited to the owner’s, lessee’s, and/or resident’s home for the purpose of hearing the solicitation;

c. Where the owner, lessee and/or resident of a home invited a seller or a seller’s representative into and/or to the home for the purpose of such solicitation;

d. By a nonprofit organization under § 501(c) of the Internal Revenue Code (26 U.S.C. § 501(c)) or Delaware law; or

e. By a public utility or cable television system operator, as defined in § 102(2) or (4) of Title 26, or its agents, provided that such salespersons prominently display an identification card containing the name of the public utility or cable television system operator and in such a manner that a potential buyer shall be able to view it during any transaction with the seller or a representative thereof soliciting a door-to-door sale.

(8) Whoever violates this section shall for the first offense be fined not less than $75 nor more than $150. For each subsequent like offense the person shall be fined not less than $100 nor more than $250.

(b) (1) The Department of Finance shall educate the public that this statute exists and what an individual can do if the individual reasonably believes that a door-to-door salesperson is not complying with the provisions of this section and § 4406 of this title.

(2) The Department of Finance must provide on its website a list of door-to-door salesperson identification cards, and such list must include the information contained on each identification card.
6 Del. C. § 4-107 — Delaware Code / Title 6 / Article 4 / Part 1 / Section 4-107
§ Â
        4-107. Separate office of bank.
Status: in_force

A branch or separate office of a bank is a separate bank for the purpose of computing the time within which and determining the place at or to which action may be taken or notice or orders must be given under this Article and under Article 3.
6 Del. C. § 9-204 — Delaware Code / Title 6 / Article 9 / Part 2 / Section 9-204
§ Â
        9-204. After-acquired property; future advances.
Status: in_force

(a) After-acquired collateral. — Except as otherwise provided in subsection (b), a security agreement may create or provide for a security interest in after-acquired collateral.

(b) When after-acquired property clause not effective. — Subject to subsection (b.1), a security interest does not attach under a term constituting an after-acquired property clause to:

(1) consumer goods, other than an accession when given as additional security, unless the debtor acquires rights in them within 10 days after the secured party gives value; or

(2) a commercial tort claim.

(b.1) Limitations on subsection (b). —

Subsection (b) does not prevent a security interest from attaching:

(1) to consumer goods as proceeds under Section 9-315(a) or commingled goods under Section 9-336(c);

(2) to a commercial tort claim as proceeds under Section 9-315(a); or

(3) under an after-acquired property clause to property that is proceeds of consumer goods or a commercial tort claim.

(c) Future advances and other value. — A security agreement may provide that collateral secures, or that accounts, chattel paper, payment intangibles, or promissory notes are sold in connection with, future advances or other value, whether or not the advances or value are given pursuant to commitment.
6 Del. C. § 2-711 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-711
§ Â
        2-711. Buyerâs remedies in general; buyerâs security interest in rejected goods.
Status: in_force

(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (Section 2-612), the buyer may cancel and whether or not he or she has done so may in addition to recovering so much of the price as has been paid

(a) “cover” and have damages under the next section as to all the goods, affected whether or not they have been identified to the contract; or

(b) recover damages for non-delivery as provided in this Article (Section 2-713).

(2) Where the seller fails to deliver or repudiates the buyer may also

(a) if the goods have been identified recover them as provided in this Article (Section 2-502); or

(b) in a proper case obtain specific performance or replevy the goods as provided in this Article (Section 2-716).

(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his or her possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (Section 2-706).
6 Del. C. § 5131 — Delaware Code / Title 6 / Chapter 51 / Section 5131
§ Â
        5131. Licensed weighmasters; appointment; tenure; license fee; seal; charges; records.
Status: in_force

(a) The Secretary shall appoint as a licensed weighmaster any person who possesses the qualifications provided for in this section and shall make application for the appointment, assigning to each licensee an official number. Any person may be appointed a weighmaster who is a person of good character and capable of operating a stationary scale. Licenses shall be issued to individuals only and not to firms or corporations, but any firm or corporation may have as many members or employees licensed as it desires.

(b) The term of appointment of each weighmaster shall be for a term of 3 years. The appointment period will run concurrent with the calendar years. Any weighmaster may have the license revoked by the Secretary of Agriculture by whom the weighmaster was appointed, or by a successor, for misconduct in office, dishonesty, incompetency, violation of a provision of this chapter or if the weighmaster ceases to possess the qualifications specified for the original appointment.

(c) For each appointment or reappointment made, the Department of Agriculture shall receive from the licensee a fee of $25. All fees so received shall be promptly transferred to the State Treasurer and paid into the General Fund of the State.

(d) Each weighmaster shall provide himself or herself at personal expense, with a seal or stamp containing on the outer margin, the weighmaster’s name, followed by the word “Delaware,” and also containing the word “weighmaster” and the weighmaster’s official number.

(e) No weighmaster shall delegate authority to another person.

(f) No weighmaster shall receive any salary or other compensation from the State for the performance of duties.

(g) A licensed weighmaster shall keep a permanent record of all vehicles weighed by the weighmaster other than the vehicles owned and operated by the owner of the scale, showing the date, the name and address of the seller, the state registration number of the vehicle and the tare and gross weight of the delivery, such records to be available at all times during business hours for the inspection of the Secretary of Agriculture in the county wherein the scale is located.

(h) All solid fuels, live poultry, grain, livestock and commodities requiring a certificate of weight by the purchaser shall be weighed by a duly licensed weighmaster.

(i) The license shall be displayed in a conspicuous place where the weighmaster is engaged in weighing.

(j) The Secretary may, upon request and without charge, issue a limited license as a licensed weighmaster to any qualified officer or employee of a city or county of this State or of a state commission, board, institution or agency, authorizing such officer or employee to act as a licensed weighmaster only within the scope of official employment in the case of an officer or employee of a city or county or only for and on behalf of the state commission, board, institution or agency in the case of an officer or employee thereof.

(k) When making a weight determination as provided for by this section, a licensed weighmaster shall use a weighing device that is of a type suitable for the weighing of the amount and kind of material to be weighed and that has been tested and approved for use by a weights and measures officer of this State.

(l) A licensed weighmaster shall not use any scale to weigh a load the value of which exceeds the nominal or rated capacity of the scale. When the gross or tare weight of any vehicle or combination of vehicles is to be determined, the weighing shall be performed upon a scale having a platform of sufficient size to accommodate such vehicle or combination of vehicles fully, completely and as one entire unit. If a combination of vehicles must be broken up into separate units in order to be weighed as prescribed herein, each such separate unit shall be entirely disconnected before weighing and a separate weight certificate shall be issued for such separate unit.
6 Del. C. § 15-107 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-107
§ Â
        15-107. 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 partnerships and partners whether or not existing at the time of the enactment of any such amendment.
6 Del. C. § 9-341 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-341
§ Â
        9-341. Bankâs rights and duties with respect to deposit account.
Status: in_force

Except as otherwise provided in Section 9-340(c), and unless the bank otherwise agrees in a signed record, a bank’s rights and duties with respect to a deposit account maintained with the bank are not terminated, suspended, or modified by:

(1) the creation, attachment, or perfection of a security interest in the deposit account;

(2) the bank’s knowledge of the security interest; or

(3) the bank’s receipt of instructions from the secured party.
6 Del. C. § 2-305 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-305
§ Â
        2-305. Open price term.
Status: in_force

(1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if

(a) nothing is said as to price; or

(b) the price is left to be agreed by the parties and they fail to agree; or

(c) the price to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.

(2) A price to be fixed by the seller or by the buyer means a price for him or her to fix in good faith.

(3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his or her option treat the contract as cancelled or himself or herself fix a reasonable price.

(4) Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
6 Del. C. § 7-308 — Delaware Code / Title 6 / Article 7 / Part 3 / Section 7-308
§ Â
        7-308. Enforcement of carrierâs lien.
Status: in_force

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

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

(c) A carrier may buy at any public sale pursuant to this section.

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

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

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

(g) A carrier’s lien may be enforced pursuant to either subsection (a) or the procedure set forth in § 7-210(b).

(h) A carrier is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of willful violation, is liable for conversion.
6 Del. C. § 17-218 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-218
§ Â
        17-218. Series of limited partners, general partners, partnership interests or assets.
Status: in_force

(a) A partnership agreement may establish or provide for the establishment of 1 or more designated series of limited partners, general partners, partnership interests or assets. Any such series may have separate rights, powers or duties with respect to specified property or obligations of the limited partnership or profits and losses associated with specified property or obligations, and any such series may have a separate business purpose or investment objective. No provision of subsection (b) of this section or § 17-221 of this title shall be construed to limit the application of the principle of freedom of contract to a series that is not a protected series or a registered series. Other than pursuant to §§ 17-222, 17-223 and 17-224 of this title a series may not merge, convert or consolidate pursuant to any section of this title or any other statute of this State.

(b) A series established in accordance with the following sentence is a protected series. Notwithstanding anything to the contrary set forth in this chapter or under other applicable law, in the event that a partnership agreement establishes or provides for the establishment of 1 or more series, and to the extent the records maintained for any such series account for the assets associated with such series separately from the other assets of the limited partnership, or any other series thereof, and if the partnership agreement so provides, and if notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the certificate of limited partnership, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such series shall be enforceable only against the assets of such series or the general partners associated with such series and not against the assets of the limited partnership generally, any other series thereof, or any general partner not associated with such series, and, unless otherwise provided in the partnership agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited partnership generally or any other series thereof shall be enforceable against the assets of such series or the general partners associated with such series who are not also general partners of the limited partnership generally or general partners associated with the other series, as the case may be. Neither the preceding sentence nor any provision pursuant thereto in a partnership agreement or certificate of limited partnership shall (i) restrict a protected series or limited partnership on behalf of a protected series or a general partner associated with a protected series from agreeing in the partnership agreement or otherwise that any or all of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited partnership generally or any other series thereof shall be enforceable against the assets of such series or such general partner associated with such series, (ii) restrict a limited partnership from agreeing in the partnership agreement or otherwise that any or all of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a protected series shall be enforceable against the assets of the limited partnership generally, or (iii) restrict a general partner of the limited partnership from agreeing in the partnership agreement or otherwise that any or all of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a protected series shall be enforceable against the assets of such general partner. A partnership agreement does not need to use the term protected when referencing series or refer to this section. Assets associated with a protected series may be held directly or indirectly, including in the name of such series, in the name of the limited partnership, through a nominee or otherwise. Records maintained for a protected series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such series separately from the other assets of the limited partnership, or any other series thereof. Notice in a certificate of limited partnership of the limitation on liabilities of a protected series as referenced in this subsection shall be sufficient for all purposes of this subsection whether or not the limited partnership has established any protected series when such notice is included in the certificate of limited partnership, and there shall be no requirement that (i) any specific protected series of the limited partnership be referenced in such notice, or (ii) such notice use the term protected when referencing series or include a reference to this section. The fact that a certificate of limited partnership that contains notice of the limitation on liabilities of a protected series is on file in the office of the Secretary of State shall constitute notice of such limitation on liabilities of a protected series. As used in this chapter, a reference to assets of a protected series includes assets associated with such series and a reference to assets associated with a protected series includes assets of such series, a reference to limited partners or general partners of a protected series includes limited partners or general partners associated with such series, and a reference to limited partners or general partners associated with a protected series includes limited partners or general partners of such series. The following shall apply to a protected series:

(1) A limited partnership governed by a partnership agreement that establishes or provides for the establishment of 1 or more series shall have at least 1 general partner of the partnership generally and at least 1 general partner associated with each of its protected series. If a partnership agreement does not designate an initial general partner of a particular protected series, then each general partner of the limited partnership generally shall be deemed to be a general partner associated with such series. If a partnership agreement does not designate an initial general partner of the limited partnership generally, then each general partner of the limited partnership not associated with a protected series or a registered series shall be deemed to be a general partner of the limited partnership generally, but if there is no such general partner, then each general partner of the limited partnership shall be deemed to be a general partner of the limited partnership generally. General partners of the limited partnership generally and general partners associated with a protected series are general partners of the limited partnership under this chapter. Limited partners of the limited partnership generally and limited partners associated with a protected series are limited partners of the limited partnership under this chapter. The same person may be a general partner of the limited partnership generally and be associated with any or all protected series thereof. The same person may be a limited partner of the limited partnership generally and be associated with any or all protected series thereof.

(2) A protected series may carry on any lawful business, purpose or activity, whether or not for profit, with the exception of the business of banking as defined in § 126 of Title 8. Unless otherwise provided in a partnership agreement, a protected series shall have the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued.

(3) A limited partner of a protected series is not liable for the obligations of such series unless such limited partner is also a general partner of such series or, in addition to the exercise of the rights and powers of a limited partner of such series, such limited partner participates in the control of the business of such series. If a limited partner of a protected series participates in the control of the business of such series, such limited partner is liable only to persons who transact business with such series reasonably believing, based upon such limited partner’s conduct, that such limited partner is a general partner of such series. Notwithstanding the preceding sentence, under a partnership agreement or under another agreement, a limited partner of a protected series may agree to be obligated personally for any or all of the debts, obligations and liabilities of 1 or more protected series.

(4) A limited partner may possess or exercise any of the rights and powers or act or attempt to act in 1 or more of the capacities as permitted under § 17-303 of this title, with respect to the limited partnership and any series, without participating in the control of the business of the limited partnership or with respect to any series within the meaning of § 17-303(a) of this title. A partnership agreement may provide for classes or groups of general partners or limited partners associated with a protected series having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of general partners or limited partners associated with such series having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of general partners or limited partners associated with such series. A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any general partner or limited partner or class or group of general partners or limited partners, including an action to create under the provisions of the partnership agreement a class or group of a protected series of partnership interests that was not previously outstanding. A partnership agreement may provide that any limited partner or class or group of limited partners associated with a protected series shall have no voting rights.

(5) A partnership agreement may grant to all or certain identified general partners or limited partners or a specified class or group of the general partners or limited partners associated with a protected series the right to vote separately or with all or any class or group of the general partners or limited partners associated with such series, on any matter. Voting by general partners or limited partners associated with a protected series may be on a per capita, number, financial interest, class, group or any other basis.

(6) Section 17-603 of this title shall apply to a limited partner with respect to any protected series with which the limited partner is associated. Except as otherwise provided in a partnership agreement, any event under this subsection or in a partnership agreement that causes a limited partner of a protected series to cease to be associated with such series shall not, in itself, cause such limited partner to cease to be associated with any other series or to be a limited partner of the limited partnership generally or cause the termination of the protected series, regardless of whether such limited partner was the last remaining limited partner associated with such series. A limited partner of a protected series shall cease to be a limited partner with respect to such series and to have the power to exercise any rights or powers of a limited partner with respect to such series upon the happening of either of the following events:

a. The limited partner withdraws with respect to such series in accordance with § 17-603 of this title; or

b. Except as otherwise provided in the partnership agreement, the limited partner assigns all of that limited partner’s own partnership interest with respect to such series.

(7) Section 17-602 of this title shall apply to a general partner with respect to any protected series with which the general partner is associated. A general partner of a protected series shall cease to be a general partner with respect to such series and to have the power to exercise any rights or powers of a general partner with respect to such series upon an event of withdrawal of the general partner with respect to such series. Except as otherwise provided in a partnership agreement, either of the following events or any event in a partnership agreement that causes a general partner of a protected series to cease to be associated with such series shall not, in itself, cause such general partner to cease to be associated with any other series or to be a general partner of the limited partnership generally:

a. The general partner withdraws with respect to such series in accordance with § 17-602 of this title; or

b. The general partner assigns all of the general partner’s partnership interest with respect to such series.

(8) Notwithstanding § 17-606 of this title, but subject to paragraphs (b)(9) and (b)(11) of this section, and unless otherwise provided in a partnership agreement, at the time a partner of a protected series becomes entitled to receive a distribution with respect to such series, the partner has the status of, and is entitled to all remedies available to, a creditor of such series, with respect to the distribution. A partnership agreement may provide for the establishment of a record date with respect to allocations and distributions with respect to a protected series.

(9) Notwithstanding § 17-607(a) of this title, a limited partnership may make a distribution with respect to a protected series. A limited partnership shall not make a distribution with respect to a protected series to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of such series, other than liabilities to partners on account of their partnership interests with respect to such series and liabilities for which the recourse of creditors is limited to specified property of such series, exceed the fair value of the assets associated with such series, except that the fair value of property of such series that is subject to a liability for which the recourse of creditors is limited shall be included in the assets associated with such series only to the extent that the fair value of that property exceeds that liability. For purposes of the immediately preceding sentence, the term “distribution” shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. A limited partner of a protected series who receives a distribution in violation of this subsection, and who knew at the time of the distribution that the distribution violated this subsection, shall be liable to such series for the amount of the distribution. A limited partner of a protected series who receives a distribution in violation of this subsection, and who did not know at the time of the distribution that the distribution violated this subsection, shall not be liable for the amount of the distribution. Subject to § 17-607(c) of this title, which shall apply to any distribution made with respect to a protected series under this subsection, this subsection shall not affect any obligation or liability of a limited partner under an agreement or other applicable law for the amount of a distribution.

(10) Subject to § 17-801 of this title, except to the extent otherwise provided in the partnership agreement, a protected series may be terminated and its affairs wound up without causing the dissolution of the limited partnership. The termination of a protected series shall not affect the limitation on liabilities of such series provided by this subsection. A protected series is terminated and its affairs shall be wound up upon the dissolution of the limited partnership under § 17-801 of this title or otherwise upon the first to occur of the following:

a. At the time specified in the partnership agreement;

b. Upon the happening of events specified in the partnership agreement;

c. Unless otherwise provided in the partnership agreement, upon the vote or consent of (i) all general partners associated with such series and (ii) limited partners associated with such series who own more than 2/3 of the then-current percentage or other interest in the profits of such series owned by all of the limited partners associated with such series;

d. An event of withdrawal of a general partner associated with such series unless at the time there is at least 1 other general partner associated with such series and the partnership agreement permits the business of such series to be carried on by the remaining general partner associated with such series and that partner does so, but such series is not terminated and is not required to be wound up by reason of any event of withdrawal if (i) within 90 days or such other period as is provided for in the partnership agreement after the withdrawal either (A) if provided for in the partnership agreement, the then-current percentage or other interest in the profits of such series specified in the partnership agreement owned by the remaining partners associated with such series agree or vote to continue the business of such series and to appoint, effective as of the date of withdrawal, 1 or more additional general partners for such series if necessary or desired, or (B) if no such right to agree or vote to continue the business of such series of the limited partnership and to appoint 1 or more additional general partners for such series is provided for in the partnership agreement, then more than 50 percent of the then-current percentage or other interest in the profits of such series owned by the remaining partners associated with such series agree or vote to continue the business of such series and to appoint, effective as of the date of withdrawal, 1 or more additional general partners for such series if necessary or desired, or (ii) the business of such series is continued pursuant to a right to continue stated in the partnership agreement and the appointment, effective as of the date of withdrawal, of 1 or more additional general partners to be associated with such series if necessary or desired; or

e. The termination of such series under paragraph (b)(12) of this section.

Unless otherwise provided in a partnership agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and effective on or prior to July 31, 2015, shall continue to be governed by clause (ii) of paragraph (k)(3) of this section and clause (i)(B) of paragraph (k)(4) of this section as in effect on July 31, 2015 (except that “in writing” shall be deleted from such clause (i)(B) of paragraph (k)(4) of that section).

(11) Notwithstanding § 17-803(a) of this title, unless otherwise provided in the partnership agreement, a general partner associated with a protected series who has not wrongfully terminated such series or, if none, the limited partners associated with such series or a person approved by the limited partners associated with such series, in either case, by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of such series owned by all of the limited partners associated with such series, may wind up the affairs of such series; but, the Court of Chancery, upon cause shown, may wind up the affairs of a protected series upon application of any partner associated with such series, the partner’s personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. The persons winding up the affairs of a protected series may, in the name of the limited partnership and for and on behalf of the limited partnership and such series, take all actions with respect to such series as are permitted under § 17-803(b) of this title. The persons winding up the affairs of a protected series shall provide for the claims and obligations of such series and distribute the assets of such series as provided in § 17-804 of this title, which section shall apply to the winding up and distribution of assets of a protected series. Actions taken in accordance with this subsection shall not affect the liability of limited partners and shall not impose liability on a liquidating trustee. Unless otherwise provided in a partnership agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and effective on or prior to July 31, 2015, shall continue to be governed by the first sentence of this subsection as in effect on July 31, 2015.

(12) On application by or for a partner associated with a protected series, the Court of Chancery may decree termination of such series whenever it is not reasonably practicable to carry on the business of such series in conformity with a partnership agreement.

(13) For all purposes of the laws of the State of Delaware, a “protected series” is an association, regardless of the number of partners of such series.

(c) If a foreign limited partnership that is registering to do business in the State of Delaware in accordance with § 17-902 of this title is governed by a partnership agreement that establishes or provides for the establishment of designated series of limited partners, general partners, partnership interests or assets having separate rights, powers or duties with respect to specified property or obligations of the foreign limited partnership or profits and losses associated with specified property or obligations, that fact shall be so stated on the application for registration as a foreign limited partnership. In addition, the foreign limited partnership shall state on such application whether the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series, if any, shall be enforceable only against the assets of such series or the general partners associated with such series and not against the assets of the foreign limited partnership generally, any other series thereof, or the general partners not associated with such series, and, whether any of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the foreign limited partnership generally or any other series thereof shall be enforceable against the assets of such series or the general partners associated with such series who are not also general partners of the foreign limited partnership generally or general partners associated with the other series, as the case may be.

(d) If a partnership agreement provides the manner in which a termination of a protected series may be revoked, it may be revoked in that manner and, unless the limited partnership has dissolved and such dissolution has not been revoked or the partnership agreement prohibits revocation of termination of a protected series, then notwithstanding the occurrence of an event set forth in paragraph (b)(10)a., b., c., or d. of this section, the protected series shall not be terminated and its affairs shall not be wound up if, prior to the completion of the winding up of the protected series, the business of the protected series is continued, effective as of the occurrence of such event:

(1) In the case of termination effected by the vote or consent of the partners associated with the protected series (or other persons whose approval is required for such termination pursuant to the partnership agreement), pursuant to such vote or consent (and the approval of any partners associated with the protected series or other persons whose approval is required under the partnership agreement to revoke a termination contemplated by this paragraph);

(2) In the case of termination under paragraph (b)(10)a. or b. of this section (other than a termination effected by the vote or consent of the partners associated with the protected series (or other persons whose approval is required for such termination pursuant to the partnership agreement) or an event of withdrawal of a general partner associated with the protected series), pursuant to such vote or consent that, pursuant to the terms of the partnership agreement, is required to amend the provision of the partnership agreement effecting such termination (and the approval of any partners associated with the protected series or other persons whose approval is required under the partnership agreement to revoke a termination contemplated by this paragraph); and

(3) In the case of termination effected by an event of withdrawal of a general partner associated with the protected series, pursuant to the vote or consent of:

a. All remaining general partners associated with the protected series; and

b. Limited partners associated with the protected series who own more than 2/3 of the then-current percentage or other interest in the profits of such series owned by all of the limited partners associated with such series, or if there is no limited partner associated with such series, the assignee of all of the limited partners’ partnership interests in such series (and the approval of any partners associated with the protected series or other persons whose approval is required under the partnership agreement to revoke a termination contemplated by this paragraph); provided, however, if there is no remaining general partner associated with the protected series and no limited partner associated with such series or assignee of all of the limited partners’ partnership interests in such series, the business of such series is continued, effective as of the occurrence of such event, pursuant to the vote or consent of the personal representative of the last remaining general partner associated with such series or the assignee of all of the general partners’ partnership interests in such series (and the approval of any partners associated with the protected series or other persons whose approval is required under the partnership agreement to revoke a termination contemplated by this paragraph).

If termination is revoked pursuant to paragraph (d)(3) of this section and there is no remaining general partner associated with the protected series, 1 or more general partners associated with such series shall be appointed, effective as of the date of withdrawal of the last remaining general partner associated with such series, by the vote or consent of the limited partners associated with such series who own more than 2/3 of the then-current percentage or other interest in the profits of such series owned by all of the limited partners associated with such series, or if there is no limited partner associated with such series, the assignee of all of the limited partners’ partnership interests in such series. If termination is revoked pursuant to paragraph (d)(3) of this section and there is no remaining general partner associated with such series and no limited partner associated with such series or assignee of all of the limited partners’ partnership interests in such series, 1 or more general partners associated with such series shall be appointed, effective as of the date of withdrawal of the last remaining general partner associated with such series, by the vote or consent of the personal representative of the last remaining general partner associated with such series or the assignee of all of the general partners’ partnership interests associated with such series.

If the dissolution of the limited partnership under § 17-801 of this title results in the termination of a protected series under this section, unless the partnership agreement prohibits revocation of termination of such series, the termination of such series shall be automatically revoked upon any revocation of dissolution of the limited partnership in accordance with § 17-806 of this title provided there is at least 1 general partner associated with such series. If an event of withdrawal of a general partner who was both the last remaining general partner of the limited partnership and the last remaining general partner associated with a protected series results in both the dissolution of the limited partnership under § 17-801 of this title and the termination of such series under this section, unless the partnership agreement prohibits revocation of termination of such series, the termination of such series shall be automatically revoked upon any revocation of dissolution of the limited partnership in accordance with § 17-806 of this title, and the general partner of the limited partnership appointed pursuant to § 17-806 of this title shall also be the general partner associated with such series effective as of the date of withdrawal of the last remaining general partner associated with such series.

The provisions of this subsection shall not be construed to limit the accomplishment of a revocation of termination of a protected series by other means permitted by law.
6 Del. C. § 2-402 — Delaware Code / Title 6 / Article 2 / Part 4 / Section 2-402
§ Â
        2-402. Rights of sellerâs creditors against sold goods.
Status: in_force

(1) Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer’s rights to recover the goods under this Article (Sections 2-502 and 2-716).

(2) A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him or her a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.

(3) Nothing in this Article shall be deemed to impair the rights of creditors of the seller

(a) under the provisions of the Article on Secured Transactions (Article 9); or

(b) where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a pre-existing claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this Article constitute the transaction a fraudulent transfer or voidable preference.
6 Del. C. § 4-214 — Delaware Code / Title 6 / Article 4 / Part 2 / Section 4-214
§ Â
        4-214. Right of charge-back or refund; liability of collecting bank; return of item.
Status: in_force

(a) If a collecting bank has made provisional settlement with its customer for an item and fails by reason of dishonor, suspension of payments by a bank, or otherwise to receive settlement for the item which is or becomes final, the bank may revoke the settlement given by it, charge back the amount of any credit given for the item to its customer’s account, or obtain refund from its customer, whether or not it is able to return the item, if by its midnight deadline or within a longer reasonable time after it learns the facts it returns the item or sends notification of the facts. If the return or notice is delayed beyond the bank’s midnight deadline or a longer reasonable time after it learns the facts, the bank may revoke the settlement, charge back the credit, or obtain refund from its customer, but it is liable for any loss resulting from the delay. These rights to revoke, charge back, and obtain refund terminate if and when a settlement for the item received by the bank is or becomes final.

(b) A collecting bank returns an item when it is sent or delivered to the bank’s customer or transferor or pursuant to its instructions.

(c) A depositary bank that is also the payor may charge back the amount of an item to its customer’s account or obtain refund in accordance with the section governing return of an item received by a payor bank for credit on its books (Section 4-301).

(d) The right to charge back is not affected by:

(1) Previous use of a credit given for the item; or

(2) Failure by any bank to exercise ordinary care with respect to the item, but a bank so failing remains liable.

(e) A failure to charge back or claim refund does not affect other rights of the bank against the customer or any other party.

(f) If credit is given in dollars as the equivalent of the value of an item payable in foreign money, the dollar amount of any charge-back or refund must be calculated on the basis of the bank-offered spot rate for the foreign money prevailing on the day when the person entitled to the charge-back or refund learns that it will not receive payment in ordinary course.
6 Del. C. § 9-704 — Delaware Code / Title 6 / Article 9 / Part 7 / Section 9-704
§ Â
        9-704. Security interest unperfected before effective date.
Status: in_force

A security interest that is enforceable immediately before this Act takes effect but which would be subordinate to the rights of a person that becomes a lien creditor at that time:

(1) remains an enforceable security interest for one year after this Act takes effect;

(2) remains enforceable thereafter if the security interest becomes enforceable under Section 9-203 when this Act takes effect or within one year thereafter; and

(3) becomes perfected:

(A) without further action, when this Act takes effect if the applicable requirements for perfection under this Act are satisfied before or at that time; or

(B) when the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
6 Del. C. § 5008A — Delaware Code / Title 6 / Chapter 50A / Section 5008A
§ Â
        5008A. Remedy nonexclusive.
Status: in_force

Nothing in this chapter limits the rights or remedies which are otherwise available to a consumer under any other law.
6 Del. C. § 12-105 — Delaware Code / Title 6 / Article 12 / Section 12-105
§ Â
        12-105. Control of controllable electronic record.
Status: in_force

(a) General rule: control of controllable electronic record. —

A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded:

(1) gives the person:

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

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

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

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

(2) 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 specified in 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 controllable electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded limits the use of the electronic record or has a protocol programmed to cause a change, including a transfer or loss of control or a modification of benefits afforded by the electronic record; 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 controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record.

(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 a controllable electronic record if another person, other than the transferor to the person of an interest in the controllable electronic record or a controllable account or controllable payment intangible evidenced by the controllable electronic record:

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

(2) obtains control of the electronic record after having acknowledged that it will obtain control of the electronic record on behalf of the person.

(f) No requirement to acknowledge. —

A person that has control under this section is not required to acknowledge that it has control on behalf of another person.

(g) No duties or confirmation. —

If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this article or Article 9 otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.
6 Del. C. § 10-102 — Delaware Code / Title 6 / Article 10 / Section 10-102
§ Â
        10-102. Specific repealer; provision for transition.
Status: repealed

(1) The following acts and all other acts and parts of acts inconsistent herewith are hereby repealed:

Uniform Negotiable Instruments Act, Chapter 1 of Title 6.

Uniform Warehouse Receipts Act, Chapter 5 of Title 6.

Uniform Sales Act, Chapter 7 of Title 6.

Uniform Bills of Lading Act, Chapter 3 of Title 6.

Uniform Stock Transfer Act, Subchapter VI, Chapter 1, Title 8.

Uniform Conditional Sales Act, Chapter 9 of Title 6.

Uniform Trust Receipts Act, Chapter 11 of Title 6.

Bulk Sales Act, Chapter 21 of Title 6.

Chattel Mortgages Act, Chapter 23 of Title 25.

Factor’s Lien Act, Chapter 33 of Title 25.

Assignment of Accounts Receivable Act, Chapter 18 of Title 6.

Section 925 of Title 5, Delaware Code.

(2) Transactions validly entered into before the effective date specified in Section 10-101 and the rights, duties and interests flowing from them remain valid thereafter and may be terminated, completed, consummated or enforced as required or permitted by any statute or other law amended or repealed by this subtitle as though such repeal or amendment had not occurred.
6 Del. C. § 2501A — Delaware Code / Title 6 / Chapter 25A / Section 2501A
§ Â
        2501A. Purpose; short title.
Status: in_force

The purpose of this chapter shall be to set standards of conduct for organized commercial telemarketing in or into the State and to protect consumers from unfair, deceptive or abusive practices by telemarketers and companies using established telemarketing methods to promote and sell products, services and investments. This chapter may be cited as the “Delaware Telemarketing Fraud Act.”
6 Del. C. § 11-102 — Delaware Code / Title 6 / Article 11 / Section 11-102
§ Â
        11-102. Preservation of old transition provision.
Status: in_force

Article 10 shall continue to apply to the Revised Uniform Commercial Code and for this purpose the Prior Uniform Commercial Code and the Revised Uniform Commercial Code shall be considered 1 continuous statute.
6 Del. C. § 9-331 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-331
§ Â
        9-331. Priority of rights of purchasers of controllable accounts, controllable electronic records, controllable payment intangibles, documents, instruments, and securities under other articles; priority of interests in financial assets and security entitlements and protection against assertion of claim under Articles 8 and 12.
Status: in_force

(a) Rights under Articles 3, 7, 8, and 12 not limited. —

This Article does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, a protected purchaser of a security, or a qualifying purchaser of a controllable account, controllable electronic record, or controllable payment intangible. These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in Articles 3, 7, 8, and 12.

(b) Protection under Articles 8 and 12. —

This Article does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of an adverse claim under Article 8 or 12.

(c) Filing not notice. — Filing under this Article does not constitute notice of a claim or defense to the holders, or purchasers, or persons described in subsections (a) and (b).
6 Del. C. § 2704 — Delaware Code / Title 6 / Chapter 27 / Subchapter I / Section 2704
§ Â
        2704. Exculpatory clauses in certain contracts void.
Status: in_force

(a) A covenant, promise, agreement or understanding in, or in connection with or collateral to, a contract or agreement (including but not limited to a contract or agreement with the State, any county, municipality or political subdivision of the State, or with any agency, commission, department, body or board of any of them, as well as any contract or agreement with a private party or entity) relative to the construction, alteration, repair or maintenance in the State of a road, highway, driveway, street, bridge or entrance or walkway of any type constructed thereon in the State, and building, structure, appurtenance or appliance in the State, including without limiting the generality of the foregoing, the moving, demolition and excavating connected therewith, purporting to indemnify or hold harmless the promisee or indemnitee or others, or their agents, servants and employees, for damages arising from liability for bodily injury or death to persons or damage to property caused partially or solely by, or resulting partially or solely from, or arising partially or solely out of the negligence of such promisee or indemnitee or others than the promisor or indemnitor, or its subcontractors, agents, servants or employees, is against public policy and is void and unenforceable, even where such covenant, promise, agreement or understanding is crystal clear and unambiguous in obligating the promisor or indemnitor to indemnify or hold harmless the promisee or indemnitee from liability resulting from such promisee’s or indemnitee’s own negligence. This section shall apply to all phases of the preconstruction, construction, repairs and maintenance described in this subsection, and nothing in this section shall be construed to limit its application to preconstruction professionals such as designers, planners and architects; provided, however, that this section shall not apply to any obligation owed to the Department of Transportation pursuant to a contract awarded under Title 17 or Chapter 69 of Title 29.

(b) Nothing in subsection (a) of this section shall be construed to void or render unenforceable policies of insurance issued by duly authorized insurance companies and insuring against losses or damages from any causes whatsoever.

(c) Subsection (a) of this section does not apply to any covenant, promise, agreement, understanding, or other provision in a partnership agreement of a partnership (whether general or limited), limited liability company agreement, trust agreement, governing instrument of a trust, certificate of incorporation or bylaw.
6 Del. C. § 73-202 — Delaware Code / Title 6 / Chapter 73 / Subchapter II / Section 73-202
§ Â
        73-202. Registration of and notice filing for securities.
Status: in_force

It is unlawful for any person to offer or sell any security in this State unless:

(1) It is registered under this chapter;

(2) The security or transaction is exempted under § 73-207 of this title; or

(3) It is a federal covered security for which a notice filing has been made pursuant to the provisions of § 73-208 of this title.
6 Del. C. § 18-106 — Delaware Code / Title 6 / Chapter 18 / Subchapter I / Section 18-106
§ Â
        18-106. Nature of business permitted; powers.
Status: in_force

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

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

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

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

(e) Any act or transaction that may be taken by or in respect of a limited liability company under this chapter or a limited liability company agreement, including, in either case, any act or transaction by any member, manager, or other person, whether the member, manager or other person is acting in the member’s, manager’s, or other person’s individual capacity or on behalf of the limited liability company, but that is void or voidable when taken, may be ratified (or the failure to comply with any requirements of the limited liability company agreement making such act or transaction void or voidable may be waived) by the members, managers, or other persons whose approval would be required under the limited liability company agreement:

(1) For such act or transaction to be validly taken; or

(2) To amend the limited liability company agreement in a manner that would permit such act or transaction to be validly taken, in each case at the time of such ratification or waiver.

Any such ratification or waiver may be express or implied, including by the statements, action, inaction, or acquiescence of or by such members, managers, or other persons. If the void or voidable act or transaction was the issuance or assignment of any limited liability company interests, the limited liability company interests purportedly issued or assigned shall be deemed not to have been issued or assigned for purposes of determining whether the void or voidable act or transaction was ratified or waived pursuant to this subsection. Any act or transaction ratified, or with respect to which the failure to comply with any requirements of the limited liability company agreement is waived, pursuant to this subsection shall be deemed validly taken at the time of such act or transaction. If an amendment to the limited liability company agreement to permit any such act or transaction to be validly taken would require notice to any members, managers, or other persons under the limited liability company agreement and the ratification or waiver of such act or transaction is effectuated pursuant to this subsection by the members, managers, or other persons whose approval would be required to amend the limited liability company agreement, notice of such ratification or waiver shall be given following such ratification or waiver to the members, managers, or other persons who would have been entitled to notice of such an amendment and who have not otherwise received notice of, or participated in, such ratification or waiver; provided that the giving of the notice is not a condition to the effectiveness of such ratification or waiver. The provisions of this subsection shall not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act by other means permitted by law. Upon application of the limited liability company, any member, any manager or any person claiming to be substantially and adversely affected by a ratification or waiver pursuant to this subsection (excluding any harm that would have resulted if such act or transaction had been valid when taken), the Court of Chancery may hear and determine the validity and effectiveness of the ratification of, or waiver with respect to, any void or voidable act or transaction effectuated pursuant to this subsection, and in any such application, the limited liability company shall be named as a party and service of the application upon the registered agent of the limited liability company shall be deemed to be service upon the limited liability company, and no other party need be joined in order for the Court to adjudicate the validity and effectiveness of the ratification or waiver, and the Court may make such order respecting further or other notice of such application as it deems proper under these circumstances; provided, that nothing herein limits or affects the right to serve process in any other manner now or hereafter provided by law, and this sentence is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.
6 Del. C. § 4603A — Delaware Code / Title 6 / Chapter 46 / Section 4603A
§ Â
        4603A. Discrimination in sale or rental of housing and other prohibited practices; additional provisions relating to discrimination against persons with disabilities.
Status: in_force

(a) For purposes of this chapter, discrimination on the basis of a individual’s disability includes, but is not limited to:

(1) A refusal to permit, at the expense of the person with a disability, reasonable modifications of existing premises occupied or to be occupied by such person if such modifications may be necessary to afford such person full enjoyment of the premises; except that, in the case of a rental, the landlord may where it is reasonable to do so condition permission for a modification on the renter agreeing to restore the interior of the premises to the condition that existed before the modification, reasonable wear and tear excepted;

(2) A refusal to make reasonable accommodations in rules, policies, practices or services, when such accommodations may be necessary to afford such person equal opportunity to use and enjoy a dwelling;

(3) a. A failure to design and construct or alter those 2 categories of multifamily dwellings specified in paragraph (a)(3)b. of this section in such a manner that:

1. The dwellings have at least 1 building entrance on an accessible route, unless it is impractical to do so because of the terrain or unusual characteristics of the site;

2. With respect to dwellings with a building entrance on an accessible route:

A. The public use and common use portions of such dwellings are readily accessible to and usable by a person with a disability;

B. All the doors designed to allow passage into and within all premises within such dwellings are sufficiently wide to allow passage by a person in a wheelchair; and

C. All premises within such dwellings contain the following features of adaptive design:

I. An accessible route into and through the dwelling;

II. Light switches, electrical outlets, thermostats and other environmental controls in accessible locations;

III. Reinforcements in bathroom walls to allow later installation of grab bars; and

IV. Usable kitchens and bathrooms such that an individual in a wheelchair can maneuver about the space and make use of the facilities.

b. This paragraph applies to:

1. Covered multifamily dwellings for first occupancy after September 1, 1992; and

2. Covered multifamily dwellings after 1 year from September 1, 1992, undergoing alterations costing 50 percent or more of the replacement cost of the building unless to do so is structurally impracticable;

(4) To make an inquiry to determine whether an applicant for a dwelling, a person intending to reside in that dwelling after it is so sold, rented or made available, or any person associated with that person, has a disability or to make inquiry as to the nature or severity of a disability of such a person. However, this paragraph does not prohibit the following inquiries, provided these inquiries are made of all applicants, whether or not they have a disability:

a. Inquiry into an applicant’s ability to meet the requirements of ownership or tenancy;

b. Inquiry to determine whether an applicant is qualified for a dwelling available only to persons with a particular type of disability;

c. Inquiry to determine whether an applicant for a dwelling is qualified for a priority available to a person with a disability or to persons with a particular type of disability; or

d. Inquiry to determine whether an applicant for a dwelling is a current illegal user of a controlled substance.

(b) Compliance with the appropriate requirements of the American National Standard for Buildings and Facilities Providing Accessibility and Usability for Physically Handicapped People (commonly cited as “ANSI A117.1”) suffices to satisfy the requirements of paragraph (a)(3)a.2.C. of this section.

(c) (1) If an agency or a political subdivision of the State has incorporated into its laws the requirements set forth in paragraph (a)(3) of this section, compliance with such laws shall be deemed to satisfy the requirements of that paragraph.

(2) The State or a political subdivision thereof with a building code may review and approve newly constructed covered multifamily dwellings for the purpose of making determinations as to whether the design and construction requirements of paragraph (a)(3) of this section are met.

(3) The Division shall encourage, but may not require, any agency or political subdivision of the State to include in their existing procedures for the review and approval of newly constructed covered multifamily dwellings, determinations as to whether the design and construction of such dwellings are consistent with paragraph (a)(3) of this section, and may provide technical assistance to the State, political subdivisions thereof and other persons to implement the requirements of paragraph (a)(3) of this section.

(4) Nothing in this section shall be construed to require the Division to review or approve the plans, designs or construction of any covered multifamily dwellings, to determine whether the design and construction of such dwellings are consistent with the requirements of paragraph (a)(3) of this section.

(d) (1) Nothing in subsection (c) of this section shall be construed to affect the authority and responsibility of the Division to receive and process complaints or otherwise engage in enforcement activities under this chapter.

(2) Determinations by an agency or a political subdivision of the State under paragraphs (c)(1) and (c)(2) of this section shall not be conclusive in enforcement proceedings under this chapter.

(e) Nothing in this chapter shall be construed to invalidate or limit any law of the State or political subdivision thereof, that requires dwellings to be designed and constructed in a manner that affords a person with a disability greater access than is required by this chapter.

(f) Nothing in this section requires that a dwelling be made available to a person with a disability whose tenancy would constitute a direct threat to the health or safety of other individuals or whose tenancy would result in substantial physical damage to the property of others.
6 Del. C. § 2405A — Delaware Code / Title 6 / Chapter 24A / Section 2405A
§ Â
        2405A. Application for license â Form, fee, and accompanying documents.
Status: repealed

(a) An application for license as a provider must be in a form prescribed by the Attorney General.

(b) An application for a license as a provider must be accompanied by:

(1) A nonrefundable fee of $2,000, which shall be deposited in the State Treasury to the credit of the State Consumer Protection Fund created under § 2527 of this title;

(2) The bond required by § 2413A of this title;

(3) Identification of all trust accounts required by § 2422A of this title, an irrevocable consent authorizing the Attorney General to review and examine the trust accounts, and the overdraft notification agreement required by § 2422A of this title;

(4) Evidence of insurance in the amount of $250,000:

(A) Against the risks of dishonesty, fraud, theft, and other misconduct on the part of the applicant or a director, employee, or agent of the applicant;

(B) Issued by an insurance company authorized to do business in this State and rated at least A by a nationally recognized rating organization;

(C) With no greater than a $5,000 deductible; and

(D) Naming the Attorney General as an additional interested party to receive notice upon cancellation of the policy.

(E) [Repealed.]
6 Del. C. § 2501D — Delaware Code / Title 6 / Chapter 25D / Section 2501D
§ Â
        2501D. Purpose; short title.
Status: in_force

The provisions of this chapter are intended to be supplemental to any rights that persons called to military service have under any applicable federal statutes, including the Servicemembers Civil Relief Act, 50 U.S.C. App. § 501 et seq., and under any other applicable laws of this State. This chapter may be cited as the “Delaware Servicemembers Civil Relief Act.”
6 Del. C. § 1206C — Delaware Code / Title 6 / Chapter 12C / Section 1206C
§ Â
        1206C. Privacy of information regarding book service users.
Status: in_force

(a) A book service provider shall not knowingly disclose to any government entity, or be compelled to disclose to any person, private entity, or government entity, any book service information about a user to any person, except under any of the following circumstances:

(1) A book service provider may disclose a user’s book service information to a law-enforcement entity pursuant to any lawful method or process by which a law-enforcement entity is permitted to obtain such information.

(2) A book service provider may disclose a user’s book service information to a governmental entity other than a law-enforcement entity only pursuant to either (i) a court order issued by a duly authorized court with jurisdiction over a matter that is under investigation by the governmental entity or (ii) a court order in a pending action brought by or against the government entity, and in either situation only if all of the following conditions are met:

a. Prior to issuance of the court order, the governmental entity seeking disclosure gives timely, reasonable, written notice of the proceeding to the book service provider to allow the book service provider the opportunity to appear and contest the issuance of the court order.

b. The book service provider refrains from disclosing a user’s book service information pursuant to the court order until it gives timely, reasonable, written notice of the proceeding to the user about the issuance of the order and the ability to appear and quash the order, and the user has been given a minimum of 35 days prior to disclosure of the information within which to appear and quash the order.

(3) A book service provider may disclose a user’s book service information to any person who is not a governmental entity only pursuant to a court order in a pending action brought by or against the person, and only if all of the following conditions are met:

a. The court issuing the order finds that the person seeking disclosure has a compelling interest in obtaining the book service information sought.

b. The court issuing the order finds that the book service information sought cannot be obtained by the person seeking disclosure through less intrusive means.

c. Prior to issuance of the court order, the person seeking disclosure provides, in a timely manner, the book service provider with reasonable notice of the proceeding to allow the book service provider the opportunity to appear and contest the issuance of the court order.

d. The book service provider refrains from disclosing a user’s book service information pursuant to the court order until it provides, in a timely manner, notice to the user about the issuance of the order and the ability to appear and quash the order, and the user has been given a minimum of 35 days prior to disclosure of the information within which to appear and quash the order.

(4) A book service provider may disclose a user’s book service information to a person if the user has given informed, affirmative consent in writing to the specific disclosure to the specific person for a particular purpose.

(5) A book service provider may disclose a user’s book service information to a law-enforcement entity if the law-enforcement entity asserts, orally or in writing, that there is an imminent danger of death or serious physical injury requiring the immediate disclosure of the requested user’s book service information and there is insufficient time to obtain a court order. Where the user’s book service information was sought pursuant to this subsection by a law-enforcement entity in a criminal matter, the relevant law-enforcement entity shall apply for a search warrant within 48 hours. In the event such application for approval is denied or such an application is not made, the contents search shall be treated as having been obtained in violation of this subchapter. Where the law-enforcement entity provided the book service provider only with an oral assertion, the law-enforcement entity seeking the disclosure shall provide the book service provider with a written statement setting forth the facts giving rise to the imminent danger of death or serious physical injury no later than 48 hours after seeking disclosure.

(6) A book service provider may disclose a user’s book service information to a law-enforcement entity if the book service provider in good faith believes that the book service information is evidence directly related and relevant to a crime against the book service provider or that user.

(b) A court issuing an order requiring the disclosure of a user’s book service information may, in its discretion:

(1) Impose appropriate safeguards against the unauthorized disclosure of book service information by the book service provider and by the person seeking disclosure pursuant to the order.

(2) Modify or rescind a court order in a civil proceeding requiring the disclosure of a user’s book service information upon a motion made by the user, the book service provider, or the person seeking disclosure.

(c) A book service provider, upon the written request of a law-enforcement entity, shall take all necessary steps to preserve records and other evidence in the book service provider’s possession of a user’s book service information related to the use of a book or part of a book, pending receipt of a request or demand for such information pursuant to subsection (a) of this section. The book service provider shall retain the records and evidence for a period of 90 days from the date of the request by the law-enforcement entity, which shall be extended for an additional 90-day period upon a renewed written request by the law-enforcement entity.

(d) Violations. — (1) Reasonable reliance by a book service provider on a warrant or court order for the disclosure of a user’s book service information, or on any of the enumerated exceptions to the confidentiality of a user’s book service information set forth in this section, is a complete defense to any action for a violation of this section.

(2) Except in an action for a violation of this section, no evidence obtained in violation of this section shall be admissible in any civil or administrative proceeding.

(e) Reporting requirements. — (1) Unless disclosure of information pertaining to a particular request or set of requests is specifically prohibited by law, a book service provider shall prepare a report including all of the following information, to the extent it can be reasonably determined:

a. The number of federal and state warrants, federal and state grand jury subpoenas, federal and state civil and administrative subpoenas, and federal and state civil and criminal court orders, seeking disclosure of any book service information of a user related to the access or use of a book service or book, received by the book service provider from January 1 to December 31, inclusive, of the previous year.

b. The number of requests for information made with the informed consent of the user as described in paragraph (a)(4) of this section, seeking disclosure of any book service information of a user related to the access or use of a book service or book, received by the book service provider from January 1 to December 31, inclusive, of the previous year.

c. The number of disclosures made by the book service provider pursuant to paragraphs (a)(5) and (6) of this section from January 1 to December 31, inclusive, of the previous year.

d. For each category of demand or disclosure, the book service provider shall include all of the following information:

1. The number of times notice of a court order in a criminal, civil, or administrative action has been provided by the book service provider and the date the notice was provided.

2. The number of times book service information has been disclosed by the book service provider.

3. The number of times no book service information has been disclosed by the book service provider.

4. The number of times the book service provider contested the demand.

5. The number of times the user contested the demand.

6. The number of users whose book service information was disclosed by the book service provider.

7. The type of book service information that was disclosed and the number of times that type of book service information was disclosed.

(2) Notwithstanding paragraph (e)(1) of this section, a book service provider is not required to prepare a report pursuant to this section unless it has disclosed book service information related to the access or use of a book service or book of more than 30 total users consisting of users located in this State or users whose location is unknown and cannot be determined or of both types of users.

(3) The reporting requirements of this subsection shall not apply to information disclosed to a governmental entity that is made by a book service provider serving a postsecondary educational institution when the book service provider is required to disclose the information in order to be reimbursed for the sale or rental of a book that was purchased or rented by a student using book vouchers or other financial aid subsidies for books.

(4) A report prepared pursuant to this subsection shall be made publicly available in an online, searchable format on the book service provider’s website or before March 31 of each year. If the book service provider does not have a website, the book service provider shall post the report prominently on its premises or send the report in both paper and electronic format to the Consumer Protection Unit of the Department of Justice on or before March 31 of each year.

(5) On or before March 1 of each year, a book service provider subject to § 1205C of this title shall complete 1 of the following actions:

a. Create a prominent hyperlink to its latest report prepared pursuant to paragraph (e)(1) of this section in the disclosure section of its privacy policy applicable to its book service.

b. Post the report prepared pursuant to paragraph (e)(1) of this section of its website explaining the way in which a user’s book service information and privacy issues related to its book service are addressed.

c. State on its website in 1 of the areas described in paragraphs (e)(5)a. and b. of this section that no report prepared pursuant to this subsection is available because the book service provider is exempt from the reporting requirement pursuant to paragraph (e)(2) of this section.

(f) Nothing in this section shall otherwise affect the rights of any person under the Delaware Constitution of 1897 or be construed as conflicting with the federal Privacy Protection Act of 1980 (42 U.S.C. § 2000aa et seq.).
6 Del. C. § 9-516 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-516
§ Â
        9-516. What constitutes filing; effectiveness of filing.
Status: repealed

(a) What constitutes filing. — Except as otherwise provided in subsection (b), communication of a record to a filing office and tender of the filing fee or acceptance of the record by the filing office constitutes filing.

(b) Refusal to accept record; filing does not occur. — Filing does not occur with respect to a record that a filing office refuses to accept because:

(1) the record is not communicated by a method or medium of communication authorized by the filing office;

(2) an amount equal to or greater than the applicable filing fee is not tendered;

(3) the filing office is unable to index the record because:

(A) in the case of an initial financing statement, the record does not provide a name for the debtor;

(B) in the case of an amendment or information statement, the record:

(i) does not identify the initial financing statement as required by Section 9-512 or 9-518, as applicable; or

(ii) identifies an initial financing statement whose effectiveness has lapsed under Section 9-515;

(C) in the case of an initial financing statement that provides the name of a debtor identified as an individual or an amendment that provides a name of a debtor identified as an individual which was not previously provided in the financing statement to which the record relates, the record does not identify the debtor’s surname; or

(D) in the case of a record filed in the filing office described in Section 9-501(a)(1), the record does not provide a sufficient description of the real property to which it relates;

(4) in the case of an initial financing statement or an amendment that adds a secured party of record, the record does not provide a name and mailing address for the secured party of record;

(5) in the case of an initial financing statement or an amendment that provides a name of a debtor which was not previously provided in the financing statement to which the amendment relates, the record does not:

(A) provide a mailing address for the debtor; or

(B) indicate whether the name provided as the name of the debtor is the name of an individual or an organization;

(C) [Repealed.]

(6) in the case of an assignment reflected in an initial financing statement under Section 9-514(a) or an amendment filed under Section 9-514(b), the record does not provide a name and mailing address for the assignee; or

(7) in the case of a continuation statement, the record is not filed within the six-month period prescribed by Section 9-515(d).

(c) Rules applicable to subsection (b). — For purposes of subsection (b):

(1) a record does not provide information if the filing office is unable to read or decipher the information;

(2) a record that does not indicate that it is an amendment or identify an initial financing statement to which it relates, as required by Section 9-512, 9-514, or 9-518, is an initial financing statement;

(3) for an initial financing statement filed in a filing office described in § 9-501(a)(1) of this title, the requirements of § 9605(f) of Title 9 may be satisfied by placing the county tax assessment parcel identification number in item 4 of the form specified in § 9-521(a) of this title or the comparable item on any other form of initial financing statement;

(4) for a financing statement amendment filed in a filing office described in § 9-501(a)(1) of this title, the requirements of § 9605(f) of Title 9 may be satisfied by placing the county tax assessment parcel identification number in item 8 of the form specified in § 9-521(b) of this title or the comparable item on any other form of financing statement amendment;

(5) for an initial financing statement filed in a filing office described in § 9-501(a)(1) of this title, the requirements of § 9605(h) of Title 9 shall be satisfied by including the information required by § 9-502(b) of this title; and

(6) for a financing statement amendment filed in a filing office described in § 9-501(a)(1) of this title, the requirements of § 9605(h) of Title 9 shall be satisfied by including the information required by § 9-512(a) of this title.

(d) Refusal to accept record; record effective as filed record. — A record that is communicated to the filing office with tender of the filing fee, but which the filing office refuses to accept for a reason other than one set forth in subsection (b), is effective as a filed record except as against a purchaser of the collateral which gives value in reasonable reliance upon the absence of the record from the files.

(e) Trusts and trustees. — If collateral is held in a trust (including a trust that is a registered organization), the information required by subsection (b)(5) with respect to the debtor may be provided with respect to either the trust or the trustee.
6 Del. C. § 9-330 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-330
§ Â
        9-330. Priority of purchaser of chattel paper or instrument.
Status: in_force

(a) Purchaser’s priority: security interest claimed merely as proceeds. — A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if:

(1) in good faith and in the ordinary course of the purchaser’s business, the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under Section 9-105 of each authoritative electronic copy of the record evidencing the chattel paper; and

(2) the authoritative copies of the record evidencing the chattel paper do not indicate that the chattel paper has been assigned to an identified assignee other than the purchaser.

(b) Purchaser’s priority: other security interests. — A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed other than merely as proceeds of inventory subject to a security interest if the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under Section 9-105 of each authoritative electronic copy of the record evidencing the chattel paper in good faith, in the ordinary course of the purchaser’s business, and without knowledge that the purchase violates the rights of the secured party.

(c) Chattel paper purchaser’s priority in proceeds. — Except as otherwise provided in Section 9-327, a purchaser having priority in chattel paper under subsection (a) or (b) also has priority in proceeds of the chattel paper to the extent that:

(1) Section 9-322 provides for priority in the proceeds; or

(2) the proceeds consist of the specific goods covered by the chattel paper or cash proceeds of the specific goods, even if the purchaser’s security interest in the proceeds is unperfected.

(d) Instrument purchaser’s priority. — Except as otherwise provided in Section 9-331(a), a purchaser of an instrument has priority over a security interest in the instrument perfected by a method other than possession if the purchaser gives value and takes possession of the instrument in good faith and without knowledge that the purchase violates the rights of the secured party.

(e) Holder of purchase-money security interest gives new value. — For purposes of subsections (a) and (b), the holder of a purchase-money security interest in inventory gives new value for chattel paper constituting proceeds of the inventory.

(f) Indication of assignment gives knowledge. — For purposes of subsections (b) and (d), if the authoritative copies of the record evidencing chattel paper or an instrument indicate that the chattel paper or instrument has been assigned to an identified secured party other than the purchaser, a purchaser of the chattel paper or instrument has knowledge that the purchase violates the rights of the secured party.
6 Del. C. § 4A-404 — Delaware Code / Title 6 / Article 4A / Part 4 / Section 4A-404
§ Â
        4A-404. Obligation of beneficiaryâs bank to pay and give notice to beneficiary.
Status: in_force

(a) Subject to Sections 4A-211(e), 4A-405(d), and 4A-405(e), if a beneficiary’s bank accepts a payment order, the bank is obliged to pay the amount of the order to the beneficiary of the order. Payment is due on the payment date of the order, but if acceptance occurs on the payment date after the close of the funds-transfer business day of the bank, payment is due on the next funds-transfer business day. If the bank refuses to pay after demand by the beneficiary and receipt of notice of particular circumstances that will give rise to consequential damages as a result of nonpayment, the beneficiary may recover damages resulting from the refusal to pay to the extent the bank had notice of the damages, unless the bank proves that it did not pay because of a reasonable doubt concerning the right of the beneficiary to payment.

(b) If a payment order accepted by the beneficiary’s bank instructs payment to an account of the beneficiary, the bank is obliged to notify the beneficiary of receipt of the order before midnight of the next funds-transfer business day following the payment date. If the payment order does not instruct payment to an account of the beneficiary, the bank is required to notify the beneficiary only if notice is required by the order. Notice may be given by first class mail or any other means reasonable in the circumstances. If the bank fails to give the required notice, the bank is obliged to pay interest to the beneficiary on the amount of the payment order from the day notice should have been given until the day the beneficiary learned of receipt of the payment order by the bank. No other damages are recoverable. Reasonable attorney’s fees are also recoverable if demand for interest is made and refused before an action is brought on the claim.

(c) The right of a beneficiary to receive payment and damages as stated in subsection (a) may not be varied by agreement or a funds-transfer system rule. The right of a beneficiary to be notified as stated in subsection (b) may be varied by agreement of the beneficiary or by a funds-transfer system rule if the beneficiary is notified of the rule before initiation of the funds transfer.
6 Del. C. § 2429A — Delaware Code / Title 6 / Chapter 24A / Section 2429A
§ Â
        2429A. Notice of litigation.
Status: in_force

No later than 30 days after a provider has been served with notice of a civil action for violation of this chapter by or on behalf of an individual who resides in this state at either the time of an agreement or the time the notice is served, the provider shall notify the Attorney General in a record that it has been sued.
6 Del. C. § 8-105 — Delaware Code / Title 6 / Article 8 / Part 1 / Section 8-105
§ Â
        8-105. Notice of adverse claim.
Status: in_force

(a) A person has notice of an adverse claim if:

(1) the person knows of the adverse claim;

(2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or

(3) the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.

(b) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.

(c) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:

(1) one year after a date set for presentment or surrender for redemption or exchange; or

(2) six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.

(d) A purchaser of a certificated security has notice of an adverse claim if the security certificate:

(1) whether in bearer or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or

(2) is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.

(e) Filing of a financing statement under Article 9 is not notice of an adverse claim to a financial asset.
6 Del. C. § 2503E — Delaware Code / Title 6 / Chapter 25E / Section 2503E
§ Â
        2503E. Definitions.
Status: in_force

For purposes of this chapter:

(1) “Contractor” means a party to a federal government contract other than the federal government.

(2) “Court” means any court or administrative agency of the State, or a subdivision thereof, whether or not a court or administrative agency of record.

(3) “Covered insurance policy” means a policy for health insurance, life insurance, disability insurance, or motor vehicle insurance that a federal worker enters into before the date on which a shutdown begins and is in effect during a shutdown.

(4) “Covered period” means the period beginning on the date on which a shutdown begins and ending on the date that is 30 days after the date on which that shutdown ends.

(5) “Federal government agency” means each authority of the executive, legislative, or judicial branch of the government of the United States.

(6) “Federal worker” means an employee of a federal government agency who resides in the State and includes an employee of a contractor.

(7) “Judgment” means any judgment, decree, order, or ruling, final or temporary.

(8) “Shutdown” means any period in which there is more than a 24-hour lapse in appropriations for any federal government agency as a result of a failure to enact a regular appropriations bill or continuing resolution.
6 Del. C. § 2-301 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-301
§ Â
        2-301. General obligations of parties.
Status: in_force

The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.
6 Del. C. § 7716 — Delaware Code / Title 6 / Chapter 77 / Section 7716
§ Â
        7716. Confidentiality.
Status: in_force

All ADR proceedings shall be confidential and any memoranda submitted to the ADR Specialist, any statements made during the ADR and any notes or other materials made by the ADR Specialist or any party in connection with the ADR shall not be subject to discovery or introduced into evidence in any proceeding and shall not be construed to be a waiver of any otherwise applicable privilege. Nothing in this section shall limit the discovery or use as evidence of documents that would have otherwise been discoverable or admissible as evidence but for the use of such documents in the ADR proceeding.
6 Del. C. § 2501K — Delaware Code / Title 6 / Chapter 25K / Section 2501K
§ Â
        2501K. Definitions [For application of this section, see 84 Del. Laws, c. 328, Â 2].
Status: in_force

For the purposes of this chapter:

(1) “Assisted living facility” means as defined in § 1102 of Title 16.

(2) “Authorized representative” means an individual legally authorized to make decisions on another’s behalf.

(3) “Dementia care services” means ongoing specialized care for residents who have been diagnosed with Alzheimer’s disease or other dementias. Such care is designed to manage the behavioral and psychological symptoms of Alzheimer’s disease or other dementias. Such care includes planned group and individual programming and person-centered care practices to support activities of daily living for residents living with Alzheimer’s disease or other dementias. Dementia care services may be provided in a facility that is not or does not include a secured memory care unit. Dementia care services are a type of memory care services.

(4) “Department” means the Department of Health and Social Services.

(5) “Direct care” means the provision of medical care services or personal care services to a resident, including:

a. Administering medications or medical treatments.

b. Conducting physical or psychosocial assessments.

c. Planning the treatment of, or care for, a resident.

d. Supporting activities of daily living, including bathing, dressing, transferring, toileting, and eating.

e. Coordinating resident-focused activities.

f. Supervising residents.

(6) “Memory care services” means ongoing specialized care for residents who demonstrate symptoms of memory-impacting conditions, including traumatic brain injuries, Alzheimer’s disease, or other dementias, to an extent that such symptoms interfere with activities of daily living. Such care is designed to manage the behavioral and psychological symptoms of memory-impacting conditions, including traumatic brain injuries, Alzheimer’s disease, or other dementias. Such care includes planned group and individual programming and person-centered care practices to support activities of daily living for residents living with memory-impacting conditions, including traumatic brain injuries, Alzheimer’s disease, or other dementias. Memory care services may be provided in a facility that is not or does not include a secured memory care unit. Memory care services includes dementia care services.

(7) “Resident” means as defined in § 1102 of Title 16.

(8) “Secured memory care unit” means a designated area or setting designed for individuals who demonstrate symptoms of memory-impacting conditions, including traumatic brain injury, Alzheimer’s disease, or other dementias, that is secured for the purpose of preventing a resident from exiting, or for the purpose of limiting a resident’s ability to exit, the secured area or setting. A secured memory care unit is not solely an individual resident’s personal living area. A secured memory care unit does not include all facilities that provide memory care services.

(9) “Service agreement” means a written document developed with each resident or their authorized representative that describes what services will be provided, who will provide the services, when the services will be provided, how the services will be provided, and the expected outcome from the services.
6 Del. C. § 4-101 — Delaware Code / Title 6 / Article 4 / Part 1 / Section 4-101
§ Â
        4-101. Short title.
Status: in_force

This Article may be cited as Uniform Commercial Code — Bank Deposits and Collections.
6 Del. C. § 1307 — Delaware Code / Title 6 / Chapter 13 / Section 1307
§ Â
        1307. Remedies of creditors.
Status: in_force

(a) In an action for relief against a transfer or obligation under this chapter, a creditor, subject to the limitations in § 1308 of this title, may obtain:

(1) Avoidance of the transfer or obligation to the extent necessary to satisfy the creditor’s claim;

(2) An attachment or other provisional remedy against the asset transferred or other property of the transferee in accordance with the procedure prescribed by applicable law;

(3) Subject to applicable principles of equity and in accordance with applicable rules of civil procedure:

a. An injunction against further disposition by the debtor or a transferee, or both, of the asset transferred or of other property;

b. Appointment of a receiver to take charge of the asset transferred or of other property of the transferee; or

c. Any other relief the circumstances may require.

(b) If a creditor has obtained a judgment on a claim against the debtor, the creditor, if the court so orders, may levy execution on the asset transferred or its proceeds.

(c) Notwithstanding any other provision of law or equity, a creditor shall have no right to relief against any trustee, attorney or other advisor who has not acted in bad faith on account of any transfer. For purposes of this subsection, it shall be presumed that the trustee, attorney or other advisor did not act in bad faith merely by counseling or effecting a transfer.
6 Del. C. § 2501M — Delaware Code / Title 6 / Chapter 25M / Section 2501M
§ Â
        2501M. Definitions.
Status: in_force

As used in this chapter:

(1) “Client” means an individual who is inquiring about or seeking services at a limited services medical facility.

(2) “Licensed medical provider” means a physician, physician assistant, advanced practice registered nurse, radiologist, or ultrasound technician, each of whom is licensed or certified in this State and is practicing within the provider’s scope of practice.

(3) “Limited services medical facility” means a facility that meets all of the following criteria:

a. The facility has a primary purpose of providing pregnancy-related services.

b. The facility is not licensed by this State.

c. The facility does not have a licensed medical provider on staff or under contract who provides or directly supervises, in person, the provision of each service provided at the facility.

d. The facility does 2 or more of the following:

1. Offers obstetric ultrasounds, obstetric sonograms, or prenatal care to pregnant individuals.

2. Offers pregnancy testing or pregnancy diagnosis.

3. Advertises or solicits clients with offers to provide prenatal sonography, pregnancy tests, or pregnancy options counseling.

4. Has staff or volunteers who collect health information from clients.

5. Has staff or volunteers who are not licensed physicians, physicians assistants, advanced practice registered nurses, licensed practical nurses, registered nurses, medical assistants, radiologists, or ultrasound technicians but who dress in medical attire or uniforms typical of those professions, or are operating without proper medical supervision under any of those professions’ licensed authorities.
6 Del. C. § 2-323 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-323
§ Â
        2-323. Form of bill of lading required in overseas shipment; âoverseas.â
Status: in_force

(1) Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. & F., received for shipment.

(2) Where in a case within subsection (1) a tangible bill of lading has been issued in a set of parts, unless otherwise agreed if the documents are not to be sent from abroad the buyer may demand tender of the full set; otherwise only one part of the bill of lading need be tendered. Even if the agreement expressly requires a full set

(a) Due tender of a single part is acceptable within the provisions of this Article on cure of improper delivery (subsection (1) of § 2-508); and

(b) Even though the full set is demanded, if the documents are sent from abroad the person tendering an incomplete set may nevertheless require payment upon furnishing an indemnity which the buyer in good faith deems adequate.

(3) A shipment by water or by air or a contract contemplating such shipment is “overseas” insofar as by usage of trade or agreement it is subject to the commercial, financing or shipping practices characteristic of international deep water commerce.
6 Del. C. § 3107 — Delaware Code / Title 6 / Chapter 31 / Section 3107
§ Â
        3107. Application to joint stock associations of more than 50 members or corporations.
Status: in_force

Nothing in §§ 3101-3105 of this title shall affect or apply to joint stock associations, using a common name, not being ordinary partnerships, which have more than 50 stockholders or members nor to legally incorporated companies.
6 Del. C. § 17-1109 — Delaware Code / Title 6 / Chapter 17 / Subchapter XI / Section 17-1109
§ Â
        17-1109. Annual tax of domestic limited partnership and foreign limited partnership and registered series.
Status: in_force

(a) Every domestic limited partnership and every foreign limited partnership registered to do business in the State of Delaware shall pay an annual tax, for the use of the State of Delaware, in the amount of $300. There shall be paid by or on behalf of each registered series of a domestic limited partnership an annual tax, for use of the State of Delaware, in the amount of $75 per registered series.

(b) The annual tax for a domestic limited partnership shall be due and payable on June 1 following the close of the calendar year or upon the cancellation of a certificate of limited partnership. The annual tax for a registered series shall be due and payable on June 1 following the close of the calendar year or upon the cancellation of a certificate of registered series. The annual tax for a foreign limited partnership shall be due and payable on June 1 following the close of the calendar year or upon the cancellation of the certificate of registration. If the existence of a domestic limited partnership or a registered series, or the registration of a foreign limited partnership, will cease by the filing of a certificate under this chapter, the full amount of the annual tax for the calendar year in which the certificate becomes effective is due and payable before the filing of the certificate. The Secretary of State shall receive the annual tax and pay over all taxes collected to the Department of Finance of the State of Delaware. If the annual tax remains unpaid after the due date established by subsection (d) of this section, the tax shall bear interest at the rate of 1½% for each month or portion thereof until fully paid.

(c) The Secretary of State shall, at least 60 days prior to June 1 of each year, cause to be mailed to each domestic limited partnership and each registered series thereof and each foreign limited partnership required to comply with the provisions of this section in care of its registered agent in the State of Delaware an annual statement for the tax to be paid hereunder.

(d) In the event of neglect, refusal or failure on the part of any domestic limited partnership, registered series or foreign limited partnership to pay the annual tax to be paid hereunder on or before June 1 in any year, such domestic limited partnership or foreign limited partnership shall pay the sum of $200, and such registered series shall pay the sum of $50, to be recovered by adding that amount to the annual tax, and such additional sum shall become a part of the tax and shall be collected in the same manner and subject to the same penalties.

(e) In case any domestic limited partnership, registered series or foreign limited partnership shall fail to pay the annual tax due within the time required by this section, and in case the agent in charge of the registered office of any domestic limited partnership or foreign limited partnership upon whom process against such domestic limited partnership or any protected series or registered series thereof or foreign limited partnership may be served shall die, resign, refuse to act as such, remove from the State of Delaware or cannot with due diligence be found, it shall be lawful while default continues to serve process against such domestic limited partnership or any protected series or registered series thereof or foreign limited partnership upon the Secretary of State. Such service upon the Secretary of State shall be made in the manner and shall have the effect stated in § 17-105 of this title in the case of a domestic limited partnership or any protected series or registered series thereof and § 17-910 of this title in the case of a foreign limited partnership and shall be governed in all respects by said sections.

(f) The annual tax shall be a debt due from a domestic limited partnership, registered series or foreign limited partnership to the State of Delaware, for which an action at law may be maintained after the same shall have been in arrears for a period of 1 month. The tax shall also be a preferred debt in the case of insolvency.

(g) A domestic limited partnership that neglects, refuses or fails to pay the annual tax when due shall cease to be in good standing as a domestic limited partnership and all registered series thereof shall also cease to be in good standing. A registered series that neglects, refuses or fails to pay the annual tax when due shall cease to be in good standing as a registered series. A foreign limited partnership that neglects, refuses or fails to pay the annual tax when due shall cease to be registered as a foreign limited partnership in the State of Delaware.

(h) A domestic limited partnership or registered series that has ceased to be in good standing or a foreign limited partnership that has ceased to be registered by reason of the failure by the limited partnership, registered series or foreign limited partnership to pay an annual tax shall be restored to and have the status of a domestic limited partnership or registered series in good standing or a foreign limited partnership that is registered in the State of Delaware upon the payment of the annual tax and all penalties and interest thereon for each year for which such domestic limited partnership, registered series or foreign limited partnership neglected, refused or failed to pay an annual tax.

(i) The Attorney General, either on the Attorney General’s own motion or upon request of the Secretary of State, whenever any annual tax due under this chapter from any domestic limited partnership, registered series or foreign limited partnership shall have remained in arrears for a period of 3 months after the tax shall have become payable, may apply to the Court of Chancery, by petition in the name of the State of Delaware, on 5 days’ notice to such domestic limited partnership, registered series or foreign limited partnership, which notice may be served in such manner as the Court may direct, for an injunction to restrain such domestic limited partnership, registered series or foreign limited partnership from the transaction of any business within the State of Delaware or elsewhere, until the payment of the annual tax, and all penalties and interest due thereon and the cost of the application, which shall be fixed by the Court. The Court of Chancery may grant the injunction, if a proper case appears, and upon granting and service of the injunction, such domestic limited partnership, registered series or foreign limited partnership thereafter shall not transact any business until the injunction shall be dissolved.

(j) A domestic limited partnership that has ceased to be in good standing by reason of the limited partnership’s neglect, refusal or failure to pay an annual tax shall remain a domestic limited partnership formed under this chapter, and each registered series thereof shall remain a registered series formed under this chapter, and each protected series thereof shall remain a protected series established under this chapter. A registered series that has ceased to be in good standing by reason of the registered series’ neglect, refusal or failure to pay an annual tax shall remain a registered series formed under this chapter. The Secretary of State shall not accept for filing any certificate (except a certificate of resignation of a registered agent when a successor registered agent is not being appointed and certificates of amendment of certificate of division as required by § 17-220(h)(5) of this title) required or permitted by this chapter to be filed in respect of any domestic limited partnership, registered series or foreign limited partnership if such domestic limited partnership, registered series or foreign limited partnership has neglected, refused or failed to pay an annual tax, and shall not issue any certificate of good standing with respect to such domestic limited partnership, registered series or foreign limited partnership, unless and until such domestic limited partnership, registered series or foreign limited partnership shall have been restored to and have the status of a domestic limited partnership or registered series in good standing or a foreign limited partnership duly registered in the State of Delaware.

(k) A domestic limited partnership that has ceased to be in good standing (and each protected series and registered series thereof), a registered series that has ceased to be in good standing, or a foreign limited partnership that has ceased to be registered in the State of Delaware by reason of the domestic limited partnership’s, registered series’ or foreign limited partnership’s neglect, refusal or failure to pay an annual tax may not maintain any action, suit or proceeding in any court of the State of Delaware until such domestic limited partnership, registered series or foreign limited partnership has been restored to and has the status of a domestic limited partnership, registered series or foreign limited partnership in good standing or duly registered in the State of Delaware. An action, suit or proceeding may not be maintained in any court of the State of Delaware by any successor or assignee of such domestic limited partnership (or any protected series or registered series thereof), registered series, or foreign limited partnership on any right, claim or demand arising out of the transaction of business by such domestic limited partnership (or any protected series or registered series thereof) or registered series after the domestic limited partnership or registered series has ceased to be in good standing or a foreign limited partnership that has ceased to be registered in the State of Delaware until such domestic limited partnership, registered series or foreign limited partnership, or any person that has acquired all or substantially all of its assets, has paid any annual tax then due and payable, together with penalties and interest thereon.

(l) The neglect, refusal or failure of a domestic limited partnership, registered series or foreign limited partnership to pay an annual tax shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such domestic limited partnership or any protected series or registered series thereof or foreign limited partnership or prevent such domestic limited partnership or any protected series or registered series thereof or foreign limited partnership from defending any action, suit or proceeding in any court of the State of Delaware.

(m) A limited partner of a domestic limited partnership, registered series or foreign limited partnership is not liable as a general partner of such domestic limited partnership, registered series or foreign limited partnership solely by reason of the neglect, refusal or failure of such domestic limited partnership, registered series or foreign limited partnership to pay an annual tax or by reason of such domestic limited partnership, registered series or foreign limited partnership ceasing to be in good standing or duly registered. A protected series or registered series of a domestic limited partnership is not liable for the debts, obligations or liabilities of such domestic limited partnership or any other series thereof solely by reason of the neglect, refusal or failure of such domestic limited partnership or other series to pay an annual tax or by reason of such domestic limited partnership or other series ceasing to be in good standing.
6 Del. C. § 2433A — Delaware Code / Title 6 / Chapter 24A / Section 2433A
§ Â
        2433A. Administrative remedies.
Status: in_force

(a) In addition to any other enforcement method specified in this Code, the Attorney General may enforce this chapter and the rules adopted under this chapter by taking one or more of the following actions:

(1) Ordering a provider or a director, employee, or other agent of a provider to cease and desist from any violations;

(2) Ordering a provider or a person that has caused a violation to correct the violation, including making restitution of money or property to a person aggrieved by a violation;

(3) Imposing on a provider or a person that has caused a violation a civil penalty not exceeding $50,000 for each violation;

(4) Prosecuting a civil action to:

(A) Enforce an order; or

(B) Obtain restitution or an injunction or other equitable relief, or both;

(5) Intervening in an action brought under § 2435A of this title.

(b) If a person violates or knowingly authorizes, directs, or aids in the violation of a final order issued under paragraph (a)(1) or (a)(2) of this section, the Attorney General may impose a civil penalty not exceeding $75,000 for each violation.

(c) In determining the amount of a civil penalty to impose under subsection (a) or (b) of this section, the Attorney General shall consider the seriousness of the violation, the good faith of the violator, any previous violations by the violator, the deleterious effect of the violation on the public, the net worth of the violator, and any other factor the Attorney General considers relevant to the determination of the civil penalty.

(d) Any civil penalty imposed under subsection (a) or (b) of this section shall be paid to the State Treasurer for deposit in the General Fund.

(e) Service of any notice or order issued pursuant to paragraph (a)(1), (a)(2), (a)(3) or subsection (b) of this section may be effected in any manner that is allowed for service of a complaint in the Superior Court of this State.

(f) The Attorney General may recover from the violator all reasonable costs of enforcing this chapter under subsections (a) and (b) of this section, including attorney’s fees based on the hours reasonably expended and the hourly rates for attorneys of comparable experience in the community, and also including the compensation of all employees of the Attorney General’s office based on the time they reasonably expended on the matter.

(g) (1) Except as provided in paragraph (g)(2) of this section, an order issued under paragraph (a)(1), (a)(2), (a)(3), or subsection (b) of this section shall not become effective less than 10 days after the order is served. After an order is served, but before its effective date, any interested party may petition the Attorney General for a hearing. At the conclusion of such hearing, the Attorney General may affirm the order as originally issued, or modify, amend or rescind the order.

(2) Whenever in the opinion of the Attorney General, the violation that is the subject of an order under paragraph (a)(1) or (a)(2) of this section represents an immediate danger or substantial harm to the interests of any person aggrieved by a violation or the public, or where such violation or its continuance is likely to cause insolvency or substantial dissipation of the assets of a provider, the Attorney General may issue an order which shall become effective immediately upon service, without prior notice or hearing. Upon application of any interested party, the Attorney General shall afford an opportunity for a hearing to consider rescission of that order or any action taken promptly thereafter.

(3) Upon receipt of a hearing request, the Attorney General shall conduct a proceeding pursuant to subchapter III of the Delaware Administrative Procedures Act, Chapter 101 of Title 29. Notwithstanding any other provision of this Code, any final order under this section will be a public record.
6 Del. C. § 5005 — Delaware Code / Title 6 / Chapter 50 / Section 5005
§ Â
        5005. Costs and attorneysâ fees in breach of warranty actions.
Status: in_force

In any court action brought under this chapter by a consumer against the manufacturer of an automobile, or the manufacturer’s agent or authorized dealer, based upon the alleged breach of an express warranty made in connection with the sale of such automobile, the court, in its discretion, may award the plaintiff’s costs and reasonable attorney’s fees or, if the court determines that the action is brought in bad faith or is frivolous in nature, may award reasonable attorney’s fees to the defendant.
6 Del. C. § 2417A — Delaware Code / Title 6 / Chapter 24A / Section 2417A
§ Â
        2417A. Prerequisites for providing debt-management services.
Status: in_force

(a) Before providing debt-management services, a licensed provider shall give the individual an itemized list of goods and services and the charges for each. The list must be clear and conspicuous, be in a record the individual may keep whether or not the individual assents to an agreement, and describe the goods and services the provider offers:

(1) Free of additional charge if the individual enters into an agreement;

(2) For a charge if the individual does not enter into an agreement; and

(3) For a charge if the individual enters into an agreement with a provider that holds money on behalf of an individual to pay creditors, using the following terminology, as applicable, and format:

Set-up fee ________________________dollar amount of fee

Monthly service fee ________________________dollar amount of fee or method of determining amount

Settlement fee ________________________dollar amount of fee or method of determining amount

Goods and services in addition to those provided in connection with a plan:

________________(item) ________________________________

dollar amount or method of determining amount

________________(item) ________________________________

dollar amount or method of determining amount

(4) For a charge if the individual enters into an agreement with a provider who does not hold money on behalf of a debt to pay creditors, using the following terminology, as applicable, and format:

Non Refundable Set-Up fee ________________________Dollar amount of fee

Monthly service fee ________________________Dollar amount of monthly service

________________fee or the aggregate amount for

________________the term of the plan or method

________________of determining amount

Settlement fee ________________________Dollar amount of fee or method of determining amount

Goods and services in addition to those provided in connection with a plan:

________________(item) ________________________________

dollar amount or method of determining amount

________________(item) ________________________________

dollar amount or method of determining amount

The maximum fee that you may be required to pay is 18% of the principal amount of the debt, and includes the set-up fee, monthly fee, settlement fee, or other service charges.

(b) A provider may not furnish debt-management services unless the provider, through the services of a certified counselor:

(1) Provides the individual with reasonable education about the management of personal finance;

(2) Has prepared a financial analysis; and

(3) If the individual is to make regular, periodic payments:

(A) Has prepared a plan for the individual;

(B) Has made a determination, based on the provider’s analysis of the information provided by the individual and otherwise available to it, that the plan is suitable for the individual and the individual will be able to meet the payment obligations under the plan or that the creditor will likely engage in negotiations with the provider; and

(C) Believes that each creditor of the individual listed as a participating creditor in the plan will accept likely payment of the individual’s debts as provided in the plan.

(c) Before an individual assents to an agreement to engage in a plan, a provider shall:

(1) Provide the individual with a copy of the analysis and plan required by subsection (b) of this section in a record that identifies the provider and that the individual may keep whether or not the individual assents to the agreement;

(2) Inform the individual of the availability, at the individual’s option, of assistance by a toll free communication system or in person to discuss the financial analysis and plan required by subsection (b) of this section; and

(3) With respect to all creditors identified by the individual or otherwise known by the provider to be creditors of the individual, inform the individual that some creditors may be unwilling to negotiate with the provider.

(d) Before an individual assents to an agreement to engage in a plan, the provider shall inform the individual, in a record that contains nothing else, that is given separately, and that the individual may keep whether or not the individual assents to the agreement:

(1) Of the name and business address of the provider;

(2) That plans are not suitable for all individuals and the individual may ask the provider about other ways, including bankruptcy, to deal with indebtedness;

(3) That establishment of a plan may adversely affect the individual’s credit rating or credit scores;

(4) That nonpayment of debt may lead creditors to increase finance and other charges or undertake collection activity, including litigation;

(5) Unless it is not true, that the provider may receive compensation from the creditors of the individual; and

(6) That, unless the individual is insolvent, if a creditor settles for less than the full amount of the debt, the plan may result in the creation of taxable income to the individual, even though the individual does not receive any money.

(e) If a provider may receive payments from an individual’s creditors and the plan contemplates that the individual’s creditors will reduce finance charges or fees for late payment, default, or delinquency, the provider may comply with subsection (d) of this section by providing the following disclosure, surrounded by black lines:

IMPORTANT INFORMATION FOR YOU TO CONSIDER

(1) Debt-management plans are not right for all individuals, and you may ask us to provide information about other ways, including bankruptcy, to deal with your debts.

(2) Using a debt-management plan may hurt your credit rating or credit scores.

(3) We may receive compensation for our services from your creditors.

________________________________________

Name and business address of provider

(f) If a provider will not receive payments from an individual’s creditors and the plan contemplates that the individual’s creditors will reduce finance charges or fees for late payment, default, or delinquency, a provider may comply with subsection (d) of this section by providing the following disclosure, surrounded by black lines:

IMPORTANT INFORMATION FOR YOU TO CONSIDER

(1) Debt-management plans are not right for all individuals, and you may ask us to provide information about other ways, including bankruptcy, to deal with your debts.

(2) Using a debt-management plan may hurt your credit rating or credit scores.

________________________________________

Name and business address of provider

(g) If a plan contemplates that creditors will settle debts for less than the full principal amount of debt owed, a provider may comply with subsection (d) of this section by providing the following disclosure, surrounded by black lines:

IMPORTANT INFORMATION FOR YOU TO CONSIDER

(1) Our program is not right for all individuals, and you may ask us to provide information about bankruptcy and other ways to deal with your debts.

(2) Nonpayment of your debts under our program may

• Hurt your credit rating or credit scores;

• Lead your creditors to increase finance and other charges; and

• Lead your creditors to undertake activity, including lawsuits, to collect the debts.

(3) Reduction of debt under our program may result in taxable income to you, even though you will not actually receive any money.

________________________________________

Name and business address of provider
6 Del. C. § 2424B — Delaware Code / Title 6 / Chapter 24B / Subchapter III / Section 2424B
§ Â
        2424B. Waiver of rights.
Status: in_force

Any provision in an agreement concerning a foreclosure reconveyance that attempts or purports to waive the homeowner’s rights under this chapter, consent to jurisdiction for litigation or choice of law in a state other than this State, consent to a venue in a county other than the county in which the property is located or impose any costs or filing fees greater than the actual costs and fees, is void.
6 Del. C. § 7606 — Delaware Code / Title 6 / Chapter 76 / Section 7606
§ Â
        7606. Advertising.
Status: in_force

(a) Prohibition. — An advertisement for a lease-purchase agreement may not state or imply that a specific item is available at specific amounts or terms unless the lessor usually and customarily offers or will offer that item at those amounts or terms.

(b) Disclosures. — If an advertisement for the lease-purchase agreement of a specific item refers to or states the amount of any payment, or the right to acquire ownership, the advertisement must also clearly and conspicuously state the following terms as applicable:

(1) That the transaction advertised is a lease-purchase agreement.

(2) The total amount of the lease payments necessary to acquire ownership.

(3) That the lessee will not own the property until the total amount necessary to acquire ownership is paid in full or by prepayment as provided for by law.

(c) Item price disclosures. — Every item of lease-purchase property displayed or offered under a lease-purchase agreement shall have clearly and conspicuously indicated in Arabic numerals, so as to be readable and understandable by visual inspection, each of the following affixed to the item:

(1) The cash price of the item.

(2) The amount of the lease payment and the total amount of the lease payments necessary to acquire ownership.

(d) Nonapplication. — This section does not apply to the owner or personnel, as such, of any medium in which an advertisement appears or through which it is disseminated.

(e) Information on online displays or offers. —

For any lease-purchase property displayed or offered online and for which a consumer can enter into a lease-purchase agreement online or remotely through electronic commerce, a lessor may satisfy the requirements of subsection (c) of this section by electronic disclosure, clearly and conspicuously indicated in Arabic numerals that are readable and understandable by visual inspection, provided that this information is disclosed to the lessee before any of the disclosures required in § 7603 of this title.

(f) Information on displays or offers of third-party inventory. —

When personal property that is not lease-purchase property is offered for lease-purchase by a lessor, a lessor shall provide the information described in subsection (c) of this section by electronic disclosure, clearly and conspicuously indicated in Arabic numerals that are readable and understandable by visual inspection, provided that this information is disclosed to the lessee before any of the disclosures required in § 7603 of this title.
6 Del. C. § 15-122 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-122
§ Â
        15-122. Interpretation and enforcement of partnership agreement.
Status: in_force

Any action to interpret, apply or enforce the provisions of a partnership agreement of a partnership which is formed under the laws of the State of Delaware or doing business in the State of Delaware, or the duties, obligations or liabilities of such partnership to the partners of the partnership, or the duties, obligations or liabilities among partners or of partners to such partnership, or the rights or powers of, or restrictions on, such partnership or partners, or any provision of this chapter, or any other instrument, document, agreement or certificate contemplated by any provision of this chapter, including actions authorized by § 15-405 of this title, may be brought in the Court of Chancery.
6 Del. C. § 3-307 — Delaware Code / Title 6 / Article 3 / Part 3 / Section 3-307
§ Â
        3-307. Notice of breach of fiduciary duty.
Status: in_force

(a) In this section:

(1) “Fiduciary” means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to an instrument.

(2) “Represented person” means the principal, beneficiary, partnership, corporation, or other person to whom the duty stated in paragraph (1) is owed.

(b) If (i) an instrument is taken from a fiduciary for payment or collection or for value, (ii) the taker has knowledge of the fiduciary status of the fiduciary, and (iii) the represented person makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary is a breach of fiduciary duty, the following rules apply:

(1) Notice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented person.

(2) In the case of an instrument payable to the represented person or the fiduciary as such, the taker has notice of the breach of fiduciary duty if the instrument is (i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary, (ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary, or (iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.

(3) If an instrument is issued by the represented person or the fiduciary as such, and made payable to the fiduciary personally, the taker does not have notice of the breach of fiduciary duty unless the taker knows of the breach of fiduciary duty.

(4) If an instrument is issued by the represented person or the fiduciary as such, to the taker as payee, the taker has notice of the breach of fiduciary duty if the instrument is (i) taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary, (ii) taken in a transaction known by the taker to be for the personal benefit of the fiduciary, or (iii) deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.
6 Del. C. § 7-301 — Delaware Code / Title 6 / Article 7 / Part 3 / Section 7-301
§ Â
        7-301. Liability for nonreceipt or misdescription; âsaid to containâ; âshipperâs weight, load, and countâ; improper handling.
Status: in_force

(a) A consignee of a nonnegotiable bill of lading which has given value in good faith, or a holder to which a negotiable bill has been duly negotiated, relying upon the description of the goods in the bill or upon the date shown in the bill, may recover from the issuer damages caused by the misdating of the bill or the nonreceipt or misdescription of the goods, except to the extent that the bill indicates that the issuer does not know whether any part or all of the goods in fact were received or conform to the description, such as in a case in which the description is in terms of marks or labels or kind, quantity, or condition or the receipt or description is qualified by “contents or condition of contents of packages unknown”, “said to contain”, “shipper’s weight, load, and count,” or words of similar import, if that indication is true.

(b) If goods are loaded by the issuer of a bill of lading;

(1) The issuer shall count the packages of goods if shipped in packages and ascertain the kind and quantity if shipped in bulk; and

(2) Words such as “shipper’s weight, load, and count,” or words of similar import indicating that the description was made by the shipper are ineffective except as to goods concealed in packages.

(c) If bulk goods are loaded by a shipper that makes available to the issuer of a bill of lading adequate facilities for weighing those goods, the issuer shall ascertain the kind and quantity within a reasonable time after receiving the shipper’s request in a record to do so. In that case, “shipper’s weight” or words of similar import are ineffective.

(d) The issuer of a bill of lading, by including in the bill the words “shipper’s weight, load, and count,” or words of similar import, may indicate that the goods were loaded by the shipper, and, if that statement is true, the issuer is not liable for damages caused by the improper loading. However, omission of such words does not imply liability for damages caused by improper loading.

(e) A shipper guarantees to an issuer the accuracy at the time of shipment of the description, marks, labels, number, kind, quantity, condition, and weight, as furnished by the shipper, and the shipper shall indemnify the issuer against damage caused by inaccuracies in those particulars. This right of indemnity does not limit the issuer’s responsibility or liability under the contract of carriage to any person other than the shipper.