6 Del. C. § 9-801 — Delaware Code / Title 6 / Article 9 / Part 8 / Section 9-801
§ Â
        9-801. Effective date.
Status: in_force

This Act takes effect on July 1, 2013. References in this part to “this Act” refer to the legislative enactment by which this part is added to Article 9 of the Uniform Commercial Code. References in this part to “former Article 9” are to Article 9 of the Uniform Commercial Code as in effect immediately before this Act takes effect.
6 Del. C. § 2572 — Delaware Code / Title 6 / Chapter 25 / Subchapter VII / Section 2572
§ Â
        2572. Disclosure of material defects.
Status: in_force

(a) Except as excluded by § 2577 of this title hereof, a seller transferring residential real property shall disclose, in writing, to the buyer, agent and subagent, as applicable, all material defects of that property that are known at the time the property is offered for sale or that are known prior to the time of final settlement.

(b) This disclosure shall be made in writing before the seller signs the listing agreement and shall be updated as necessary for any material changes occurring in the property before final settlement.
6 Del. C. § 17-702 — Delaware Code / Title 6 / Chapter 17 / Subchapter VII / Section 17-702
§ Â
        17-702. Assignment of partnership interest.
Status: in_force

(a) Unless otherwise provided in the partnership agreement:

(1) A partnership interest is assignable in whole or in part;

(2) An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights or powers of a partner;

(3) An assignment of a partnership interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and

(4) A partner ceases to be a partner and to have the power to exercise any rights or powers of a partner upon assignment of all of its partnership interests. Unless otherwise provided in a partnership agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the partnership interest of a partner shall not cause the partner to cease to be a partner or to have the power to exercise any rights or powers of a partner.

(b) Unless otherwise provided in a partnership agreement, a partner’s interest in a limited partnership may be evidenced by a certificate of partnership interest issued by the limited partnership. A partnership agreement may provide for the assignment or transfer of any partnership interest represented by such a certificate and make other provisions with respect to such certificates. A limited partnership shall not have the power to issue a certificate of partnership interest in bearer form.

(c) Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment.

(d) Unless otherwise provided in the partnership agreement, a limited partnership may acquire, by purchase, redemption or otherwise, any partnership interest or other interest of a partner in the limited partnership. Unless otherwise provided in the partnership agreement, any such interest so acquired by the limited partnership shall be deemed canceled.
6 Del. C. § 2A-307 — Delaware Code / Title 6 / Article 2A / Part 3 / Section 2A-307
§ Â
        2A-307. Priority of liens arising by attachment or levy on, security interests in, and other claims to goods.
Status: in_force

(1) Except as otherwise provided in Section 2A-306, a creditor of a lessee takes subject to the lease contract.

(2) Except as otherwise provided in subsection (3) and in Sections 2A-306 and 2A-308, a creditor of a lessor takes subject to the lease contract unless the creditor holds a lien that attached to the goods before the lease contract became enforceable.

(3) Except as otherwise provided in Sections 9-317, 9-321, and 9-323, a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor.
6 Del. C. § 4618 — Delaware Code / Title 6 / Chapter 46 / Section 4618
§ Â
        4618. Interference, coercion or intimidation.
Status: in_force

It shall be unlawful to coerce, intimidate, threaten or interfere with any person in the exercise or enjoyment of, or on account of that person having exercised or enjoyed, or on account of that person having aided or encouraged any other person in the exercise or enjoyment of, any right granted or protected by § 4603, § 4604, § 4605 or § 4606 of this title.
6 Del. C. § 3-119 — Delaware Code / Title 6 / Article 3 / Part 1 / Section 3-119
§ Â
        3-119. Notice of right to defend action.
Status: in_force

In an action for breach of an obligation for which a third person is answerable over pursuant to this Article or Article 4, the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states (i) that the person notified may come in and defend and (ii) that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.
6 Del. C. § 2114 — Delaware Code / Title 6 / Chapter 21 / Section 2114
§ Â
        2114. Short title.
Status: in_force

This chapter shall be known and may be cited as the “Delaware Antitrust Act.”
6 Del. C. § 3-408 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-408
§ Â
        3-408. Drawee not liable on unaccepted draft.
Status: in_force

A check or other draft does not of itself operate as an assignment of funds in the hands of the drawee available for its payment, and the drawee is not liable on the instrument until the drawee accepts it.
6 Del. C. § 2584 — Delaware Code / Title 6 / Chapter 25 / Subchapter VIII / Section 2584
§ Â
        2584. Referrals for abuse, neglect and exploitation.
Status: in_force

The Attorney General shall establish and maintain referral procedures with the Division of Services for Aging and Adults with Physical Disabilities within the Department of Health and Social Services in order to provide any necessary intervention and assistance to elder persons or persons with disabilities who may have been victimized by violations of this chapter.
6 Del. C. § 9-508 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-508
§ Â
        9-508. Effectiveness of financing statement if new debtor becomes bound by security agreement.
Status: in_force

(a) Financing statement naming original debtor. — Except as otherwise provided in this section, a filed financing statement naming an original debtor is effective to perfect a security interest in collateral in which a new debtor has or acquires rights to the extent that the financing statement would have been effective had the original debtor acquired rights in the collateral.

(b) Financing statement becoming seriously misleading. — If the difference between the name of the original debtor and that of the new debtor causes a filed financing statement that is effective under subsection (a) to be seriously misleading under Section 9-506:

(1) the financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under Section 9-203(d); and

(2) the financing statement is not effective to perfect a security interest in collateral acquired by the new debtor more than four months after the new debtor becomes bound under Section 9-203(d) unless an initial financing statement providing the name of the new debtor is filed before the expiration of that time.

(c) When section not applicable. — This section does not apply to collateral as to which a filed financing statement remains effective against the new debtor under Section 9-507(a).
6 Del. C. § 17-703 — Delaware Code / Title 6 / Chapter 17 / Subchapter VII / Section 17-703
§ Â
        17-703. Partnerâs partnership interest subject to charging order.
Status: in_force

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

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

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

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

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

(f) The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any such charging order.
6 Del. C. § 3-418 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-418
§ Â
        3-418. Payment or acceptance by mistake.
Status: in_force

(a) Except as provided in subsection (c), if the drawee of a draft pays or accepts the draft and the drawee acted on the mistaken belief that (i) payment of the draft had not been stopped pursuant to Section 4-403 or (ii) the signature of the drawer of the draft was authorized, the drawee may recover the amount of the draft from the person to whom or for whose benefit payment was made or, in the case of acceptance, may revoke the acceptance. Rights of the drawee under this subsection are not affected by failure of the drawee to exercise ordinary care in paying or accepting the draft.

(b) Except as provided in subsection (c), if an instrument has been paid or accepted by mistake and the case is not covered by subsection (a), the person paying or accepting may, to the extent permitted by the law governing mistake and restitution, (i) recover the payment from the person to whom or for whose benefit payment was made or (ii) in the case of acceptance, may revoke the acceptance.

(c) The remedies provided by subsection (a) or (b) may not be asserted against a person who took the instrument in good faith and for value or who in good faith changed position in reliance on the payment or acceptance. This subsection does not limit remedies provided by Section 3-417 or 4-407.

(d) Notwithstanding Section 4-215, if an instrument is paid or accepted by mistake and the payor or acceptor recovers payment or revokes acceptance under subsection (a) or (b), the instrument is deemed not to have been paid or accepted and is treated as dishonored, and the person from whom payment is recovered has rights as a person entitled to enforce the dishonored instrument.
6 Del. C. § 2A-218 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-218
§ Â
        2A-218. Insurance and proceeds.
Status: in_force

(1) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.

(2) If a lessee has an insurable interest only by reason of the lessor’s identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.

(3) Notwithstanding a lessee’s insurable interest under subsections (1) and (2), the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee.

(4) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.

(5) The parties by agreement may determine that 1 or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.
6 Del. C. § 9-802 — Delaware Code / Title 6 / Article 9 / Part 8 / Section 9-802
§ Â
        9-802. Savings clause.
Status: in_force

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

(b) Pre-effective-date proceedings. — This Act does not affect an action, case, or proceeding commenced before this Act takes effect.
6 Del. C. § 18-702 — Delaware Code / Title 6 / Chapter 18 / Subchapter VII / Section 18-702
§ Â
        18-702. Assignment of limited liability company interest.
Status: in_force

(a) A limited liability company interest is assignable in whole or in part except as provided in a limited liability company agreement. The assignee of a member’s limited liability company interest shall have no right to participate in the management of the business and affairs of a limited liability company except as provided in a limited liability company agreement or, unless otherwise provided in the limited liability company agreement, upon the vote or consent of all of the members of the limited liability company.

(b) Unless otherwise provided in a limited liability company agreement:

(1) An assignment of a limited liability company interest does not entitle the assignee to become or to exercise any rights or powers of a member;

(2) An assignment of a limited liability company interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and

(3) A member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of the member’s limited liability company interest. Unless otherwise provided in a limited liability company agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the limited liability company interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.

(c) Unless otherwise provided in a limited liability company agreement, a member’s interest in a limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company. A limited liability company agreement may provide for the assignment or transfer of any limited liability company interest represented by such a certificate and make other provisions with respect to such certificates. A limited liability company shall not have the power to issue a certificate of limited liability company interest in bearer form.

(d) Unless otherwise provided in a limited liability company agreement and except to the extent assumed by agreement, until an assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.

(e) Unless otherwise provided in the limited liability company agreement, a limited liability company may acquire, by purchase, redemption or otherwise, any limited liability company interest or other interest of a member or manager in the limited liability company. Unless otherwise provided in the limited liability company agreement, any such interest so acquired by the limited liability company shall be deemed canceled.
6 Del. C. § 2-307 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-307
§ Â
        2-307. Delivery in single lot or several lots.
Status: in_force

Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.
6 Del. C. § 73-702 — Delaware Code / Title 6 / Chapter 73 / Subchapter VII / Section 73-702
§ Â
        73-702. Service of process.
Status: in_force

Every applicant for registration under this chapter, every person making a notice filing pursuant to this chapter, and every issuer which proposes to offer a security in this State through any person acting on an agency basis in the common-law sense shall file with the Director, in such form as the Director by rule prescribes, an irrevocable consent appointing the Director or the Director’s successor in office to be the person’s attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against the person or the person’s successor executor or administrator which arises under this chapter or any rule or order hereunder after the consent has been filed, with the same force and validity as if served personally on the person filing the consent. A person who has filed such a consent in connection with a previous registration or notice filing need not file another. Service may be made by leaving a copy of the process in the office of the Director, but it is not effective unless the plaintiff, who may be the Director in a suit, action or proceeding instituted by the Director, forthwith sends notice of the service and a copy of the process by registered mail to the defendant or respondent at the defendant’s or respondent’s last address on file with the Director, and the plaintiff’s affidavit of compliance with this section is filed in the case on or before the return day of the process, if any, or within such further time as the Court allows.

When any person, including any nonresident of this State, engages in conduct prohibited or made actionable by this chapter or any rule or order hereunder, and the person has not filed a consent to service of process under this section and personal jurisdiction over the person cannot otherwise be obtained in this State, that conduct shall be considered equivalent to the person’s appointment of the Director or the Director’s successor in office to be the person’s attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against the person or the person’s successor, executor or administrator which grows out of that conduct and which is brought under this chapter or any rule or order hereunder, with the same force and validity as if served on the person personally. Service may be made in the same manner as stated above.
6 Del. C. § 4003 — Delaware Code / Title 6 / Chapter 40 / Section 4003
§ Â
        4003. Seller disclosure.
Status: in_force

(a) Upon the sale of a dog by any seller, a written disclosure signed and dated by the seller and purchaser shall be provided at the time of sale, which shall include:

(1) A statement by the seller:

a. That the animal has no known disease or illness, nor any known congenital or hereditary condition that adversely affects the health of the animal at the time of sale or is likely to adversely affect the health of such animal in the future; or

b. Of any known disease, illness or congenital or hereditary condition that adversely affects the health of the animal at the time of sale or is likely to adversely affect the health of the animal in the future.

(b) If the animal has not received a veterinary examination prior to sale, this fact shall be disclosed to the purchaser in writing.
6 Del. C. § 15-601 — Delaware Code / Title 6 / Chapter 15 / Subchapter VI / Section 15-601
§ Â
        15-601. Events causing partnerâs dissociation.
Status: in_force

A partner is dissociated from a partnership upon the occurrence of any of the following events:

(1) The partnership’s having notice of the partner’s express will to withdraw as a partner on a later date specified by the partner in the notice or, if no later date is specified, then upon receipt of notice;

(2) An event agreed to in the partnership agreement as causing the partner’s dissociation;

(3) The partner’s expulsion pursuant to the partnership agreement;

(4) The partner’s expulsion by the unanimous vote of the other partners if:

(i) It is unlawful to carry on the partnership business or affairs with that partner; or

(ii) There has been a transfer of all or substantially all of that partner’s economic interest, other than a transfer for security purposes, or a court order charging the partner’s interest which, in either case, has not been foreclosed;

(5) On application by or for the partnership or another partner to the Court of Chancery, the partner’s expulsion by determination by the Court of Chancery because:

(i) The partner engaged in wrongful conduct that adversely and materially affected the partnership business or affairs;

(ii) The partner wilfully or persistently committed a material breach of either the partnership agreement or of a duty owed to the partnership or the other partners; or

(iii) The partner engaged in conduct relating to the partnership business or affairs which makes it not reasonably practicable to carry on the business or affairs in partnership with the partner;

(6) The partner’s:

a. Making an assignment for the benefit of creditors;

b. Filing a voluntary petition in bankruptcy;

c. Being adjudged a bankrupt or insolvent, or having entered against that partner an order for relief in any bankruptcy or insolvency proceeding;

d. Filing a petition or answer seeking for that partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

e. Filing an answer or other pleading admitting or failing to contest the material allegations of a petition filed against that partner in any proceeding of this nature;

f. Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or any substantial part of that partner’s properties; or

g. Failing, within 120 days after its commencement, to have dismissed any proceeding against that partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, or failing, within 90 days after the appointment without that partner’s consent or acquiescence, to have vacated or stayed the appointment of a trustee, receiver or liquidator of that partner or of all or any substantial part of that partner’s properties, or failing, within 90 days after the expiration of any such stay, to have the appointment vacated;

(7) In the case of a partner who is an individual:

(i) The partner’s death;

(ii) The appointment of a guardian or general conservator for the partner; or

(iii) A judicial determination that the partner has otherwise become incapable of performing the partner’s duties under the partnership agreement;

(8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust’s entire economic interest, but not merely by reason of the substitution of a successor trustee;

(9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate’s entire economic interest, but not merely by reason of the substitution of a successor personal representative;

(10) The expiration of 90 days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its existence has been terminated or its certificate of incorporation has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, if there is no revocation of the certificate of dissolution or no reinstatement of its existence, its certificate of incorporation or its right to conduct business;

(11) A partnership, a limited liability company, a trust or a limited partnership that is a partner has been dissolved and its business is being wound up; or

(12) Termination of a partner who is not an individual, partnership, corporation, trust, limited partnership, limited liability company or estate.
6 Del. C. § 2912 — Delaware Code / Title 6 / Chapter 29 / Section 2912
§ Â
        2912. Self-service gasoline stations; refueling assistance for persons with disabilities.
Status: in_force

(a) A retail establishment that offers gasoline or any other motor fuel for sale on both a full-service and self-service basis must provide refueling assistance during hours in which full-service is offered at the establishment, upon the request of a person with a disability who is operating a motor vehicle, provided that the person properly displays a special plate or parking permit for a person with a disability or a person 85 or older, as described in § 2134 or § 2135 of Title 21, and provided that the person to whom the permit has been issued is the operator of the vehicle. Refueling assistance must be provided without a charge beyond the self-service price, regardless of whether the refueling assistance is provided at the self-service or the full-service pump. An employee providing refueling assistance has the right to request proof that the operator of the vehicle is the owner of the vehicle to whom the special plate or parking permit has been issued.

(b) A retail establishment that offers gasoline for sale only on a self-serve basis must provide at least 1 refueling site with a calling device which allows a person with a disability or a person 85 or older to whom a special license plate or parking permit has been issued pursuant to § 2134 or § 2135 of Title 21 to signal an employee that refueling assistance is needed. A retail establishment that offers gasoline or any other motor fuel for sale only on a self-serve basis must provide refueling assistance without a charge beyond the self-service price. However, a retail establishment is not required to provide refueling assistance during those times that the establishment is being operated on a remote control basis by only 1 employee, or if someone able to provide refueling assistance is in the vehicle.

(c) A “calling device” under subsection (b) of this section must meet the following minimum specifications:

(1) Must provide a recognizable signal inside the retail establishment that a driver needs refueling assistance;

(2) Must be able to be operated from the vehicle using only 1 hand;

(3) Must have at least 1 sign next to it which identifies the device and specifies the hours when refueling assistance is available;

(4) Must be able to be operated from the vehicle in accordance with all requirements of the Americans with Disabilities Act Accessibility Guidelines.

(d) Failure to comply with the provisions of this section will subject the owner of a retail establishment that offers gasoline or any other motor fuel for sale to a civil penalty of not less than $300 nor more than $600. Justices of the peace have jurisdiction over offenses under this section.

(e) Retail dealers of gasoline or motor fuel who offer full-serve and self-serve facilities shall post signs provided to the retail dealer by the Office of Retail Gasoline Sales which indicates that the service station will pump gasoline to qualified persons with disabilities from the self-service pump.

(f) The sign or signs shall be conspicuously posted in close proximity to the full-service island so that any driver seeking refueling services will be able to see said sign from each point of access to the full-service islands. Additional signs may be posted to direct persons with disabilities to the pumps from which their gasoline will be dispensed.
6 Del. C. § 2-201 — Delaware Code / Title 6 / Article 2 / Part 2 / Section 2-201
§ Â
        2-201. Formal requirements; statute of frauds.
Status: in_force

(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party’s authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.

(2) Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against the party unless notice in a record of objection to its contents is given within 10 days after it is received.

(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable:

(a) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or

(b) if the party against whom enforcement is sought admits in the party’s pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or

(c) with respect to goods for which payment has been made and accepted or which have been received and accepted (Section 2-606).
6 Del. C. § 18-1205 — Delaware Code / Title 6 / Chapter 18 / Subchapter XII / Section 18-1205
§ Â
        18-1205. Periodic statements and third-party certification.
Status: in_force

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

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

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

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

(4) An assessment of the limited liability company’s success in meeting the objectives and promoting such public benefit or public benefits and interests.
6 Del. C. § 2509A — Delaware Code / Title 6 / Chapter 25A / Section 2509A
§ Â
        2509A. Enforcement.
Status: in_force

All enforcement actions under this chapter by the Attorney General shall be undertaken in accordance with Chapter 25 of Title 29.
6 Del. C. § 9-202 — Delaware Code / Title 6 / Article 9 / Part 2 / Section 9-202
§ Â
        9-202. Title to collateral immaterial.
Status: in_force

Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles, or promissory notes, the provisions of this Article with regard to rights and obligations apply whether title to collateral is in the secured party or the debtor.
6 Del. C. § 17-1202  — Delaware Code / Title 6 / Chapter 17 / Subchapter XII / Section 17-1202 
§ Â
        17-1202 . Statutory public benefit limited partnership defined; contents of certificate of limited partnership and partnership agreement.
Status: in_force

(a) A “statutory public benefit limited partnership” is a for-profit limited partnership formed under and subject to the requirements of this chapter that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a statutory public benefit limited partnership shall be managed in a manner that balances the partners’ pecuniary interests, the best interests of those materially affected by the limited partnership’s conduct, and the public benefit or public benefits set forth in its partnership agreement and in its certificate of limited partnership. A statutory public benefit limited partnership shall state in its partnership agreement and in the heading of its certificate of limited partnership that it is a statutory public benefit limited partnership and shall set forth in its partnership agreement and in its certificate of limited partnership 1 or more specific public benefits to be promoted by the limited partnership. In the event of any inconsistency between the public benefit or benefits to be promoted by the limited partnership as set forth in its partnership agreement and in its certificate of limited partnership, the partnership agreement shall control as among the partners and other persons who are party to or otherwise bound by the partnership agreement. A general partner who becomes aware that the specific public benefit or benefits to be promoted by the limited partnership as set forth in its partnership agreement are inaccurately set forth in its certificate of limited partnership, shall promptly amend the certificate of limited partnership. Any provision in the partnership agreement or certificate of limited partnership of a statutory public benefit limited partnership that is inconsistent with this subchapter shall not be effective to the extent of such inconsistency.

(b) “Public benefit” means a positive effect (or reduction of negative effects) on 1 or more categories of persons, entities, communities or interests (other than partners in their capacities as partners) including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. “Public benefit provisions” means the provisions of a partnership agreement contemplated by this subchapter.
6 Del. C. § 2720 — Delaware Code / Title 6 / Chapter 27 / Subchapter III / Section 2720
§ Â
        2720. Definitions.
Status: in_force

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

(1) “Construction,” “farm,” “industrial” and “outdoor power,” when used to refer to tractors, implements, attachments or repair parts, have the meanings commonly used and understood among dealers and suppliers of those trades.

(2) “Contract agreement” means a written or oral contract or agreement between a dealer and a supplier by which the dealer is granted the right to sell their equipment and the dealer is required to order and maintain an inventory in excess of $25,000 at current net price from the supplier.

(3) “Current net price” means the price listed in the supplier’s price list in effect at the time the contract agreement is terminated, less any applicable discount allowed.

(4) “Dealer” means a person, firm or corporation engaged in the business of selling, at retail, construction, farm, industrial or outdoor power equipment and who maintains a total inventory of new equipment and repair parts valued at $50,000 or over and provides repair service for the above-mentioned equipment.

(5) “Inventory” means the tractors, implements, attachments, equipment and repair parts that the dealer purchased from the supplier.

(6) “Net cost” means the price the dealer paid the supplier for the inventory, less all applicable discounts allowed, plus the amount the dealer paid for freight costs from the supplier’s location to the dealer’s location, plus reasonable cost of assembly performed by the dealer.

(7) “Supplier” means a wholesaler, manufacturer or distributor who enters into a contract agreement with a dealer.

(8) “Termination” of a contract agreement means the termination, cancellation, nonrenewal or noncontinuation of the agreement.
6 Del. C. § 15-1208 — Delaware Code / Title 6 / Chapter 15 / Subchapter XII / Section 15-1208
§ Â
        15-1208. Annual tax of partnership.
Status: in_force

(a) Every partnership that has filed a statement of partnership existence shall pay an annual tax, for the use of the State of Delaware, in the amount of $300.

(b) The annual tax shall be due and payable on the first day of June following the close of the calendar year or upon the cancellation of a statement of partnership existence. If a statement of partnership existence will be cancelled pursuant to the filing of a statement or certificate under this chapter, the full amount of the annual tax for the calendar year in which the statement or certificate becomes effective is due and payable before the filing of the statement or 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 the first day of June of each year, cause to be mailed to each 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 partnership to pay the annual tax to be paid hereunder on or before the first day of June in any year, such partnership shall pay the sum of $200 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 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 partnership upon whom process against such 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 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 § 15-113 of this title in the case of a partnership and shall be governed in all respects by said sections.

(f) The annual tax shall be a debt due from a 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 partnership that neglects, refuses or fails to pay the annual tax when due shall cease to be in good standing as a partnership in the State of Delaware.

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

(i) The Attorney General, either on his or her own motion or upon request of the Secretary of State, whenever any annual tax due under this chapter from any 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 partnership, which notice may be served in such manner as the Court may direct, for an injunction to restrain such 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 partnership thereafter shall not transact any business until the injunction shall be dissolved.

(j) A partnership that has ceased to be in good standing by reason of its neglect, refusal or failure to pay an annual tax shall remain a partnership 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) required or permitted by this chapter to be filed in respect of any partnership which has neglected, refused or failed to pay an annual tax, and shall not issue any certificate of good standing with respect to such partnership, unless and until such partnership shall have been restored to and have the status of a partnership in good standing in the State of Delaware.

(k) A partnership that has ceased to be in good standing in the State of Delaware by reason of its 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 partnership has been restored to and has the status of a partnership in good standing 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 partnership on any right, claim or demand arising out of the transaction of business by such partnership after it has ceased to be in good standing in the State of Delaware until such 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 partnership to pay an annual tax shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such partnership or prevent such partnership from defending any action, suit, or proceeding in any court of the State of Delaware.
6 Del. C. § 3806 — Delaware Code / Title 6 / Chapter 38 / Section 3806
§ Â
        3806. Payments.
Status: in_force

The cost of such broadcast shall be paid out of the funds of the agency in whose behalf the broadcast is made.
6 Del. C. § 2553 — Delaware Code / Title 6 / Chapter 25 / Subchapter V / Section 2553
§ Â
        2553. Remedies.
Status: in_force

(a) If a franchisor (1) unjustly terminates a franchise, or (2) unjustly fails or refuses to renew a franchise, or (3) threatens, or attempts, or gives notice that it intends to attempt unjustly to terminate a franchise, or (4) threatens, or attempts, or gives notice that it intends to attempt unjustly to refuse to renew a franchise, then the franchised distributor whose franchise is threatened shall be entitled to recover damages from the franchisor and, in addition, shall be entitled to secure in the Court of Chancery of this State, subject to general equitable principles, an order enjoining such termination or, in case of a failure or refusal to renew, a mandatory order for renewal of the franchise. Pending the issuance of such an order, the franchised distributor shall be entitled to an order enjoining such termination pendente lite, or in case of a failure or refusal to renew, a mandatory order extending the franchise pendente lite. Any such order, whether final or pendente lite, shall contain provisions directing the franchisor to sell or consign to the franchised distributor the products covered by the franchise and/or to license to the franchised distributor the trademarks or trade names covered by the franchise, and otherwise to deal with the franchised distributor under the terms of the franchise so terminated.

(b) Without limiting any other provisions of this chapter, if a franchisor unjustly refuses to deal with a franchised distributor with whom the franchisor has been dealing for at least 2 years, the franchised distributor shall be entitled to recover damages from the franchisor pursuant to subsection (a) of this section plus all other damages (including, without limitation, loss of profits) allowed under the law of this State; and, in addition, shall be entitled to secure in the Court of Chancery of this State an order directing the franchisor to deal with the franchised distributor on fair and competitive terms. Pending the issuance of such final order, the franchised distributor shall be entitled to secure such a mandatory order pendente lite.

(c) Except as otherwise provided in subsection (b) of this section, damages recoverable pursuant to the provisions of this chapter shall include, but shall not be limited to, the following:

(1) A fractional portion of the franchised distributor’s tangible assets (both real and personal) in this State used with respect to the terminated or unrenewed franchise, including, but not limited to, sales outlets and facilities, offices, warehouses, trucks and the furnishing, equipment and accessories therein; the numerator of the fraction shall consist of the franchised distributor’s gross sales (in the most recently completed fiscal year) within this State attributable to the terminated or unrenewed franchise, and the denominator of the fraction shall consist of the franchised distributor’s total gross sales (in the most recently completed fiscal year) in this State; and

(2) Loss of goodwill; and

(3) Loss of profits, which loss shall be presumed to be no less than 5 times the profit obtained by the franchised distributor, by virtue of the terminated franchise, in the most recently completed fiscal year; and

(4) All other damages allowed under the law of this State; and

(5) The reasonable counsel fees and expenses incurred in the action or actions brought pursuant to this chapter.
6 Del. C. § 5007 — Delaware Code / Title 6 / Chapter 50 / Section 5007
§ Â
        5007. Informal dispute settlement procedure.
Status: in_force

(a) If a manufacturer has established an informal settlement procedure that has a certificate of approval by the Division of Consumer Protection, the remedies provided by this chapter shall not be available to any consumer who has not first resorted to such procedure. In the event a manufacturer’s informal dispute settlement procedure does not have a certificate of approval from the Division of Consumer Protection, a consumer may immediately and directly seek the remedies provided by this chapter.

(b) The Division of Consumer Protection shall annually evaluate the operation of informal dispute settlement procedures established by manufacturers and shall issue an annual certificate of approval to those manufacturers whose procedures comply with Title 16, Code of Federal Regulations, Part 703 and with subsections (c), (d) and (e) of this section. The Division of Consumer Protection shall suspend the certification of, or decertify, any informal dispute settlement which no longer complies with said provisions.

(c) Any manufacturer who has established an informal settlement procedure shall file with the Division of Consumer Protection a copy of each decision of the informal dispute settlement procedure within 30 days after the decision is rendered.

(d) In order to obtain the certification of the Division of Consumer Protection, a manufacturer’s informal dispute settlement procedure shall not convene any informal dispute settlement hearing or meeting outside the State and shall refrain from any practices which:

(1) Delay a decision in any dispute beyond 65 days after the date on which the consumer initially resorts to the informal dispute settlement procedure by written notification that a dispute exists; or

(2) Delay performance of remedies awarded in a settlement beyond 30 days after receipt of notice of the consumer’s acceptance of the decision; provided, however, that such time limits shall not include periods of time when the consumer or the consumer’s car is unavailable for the remedies specified in the settlement; or

(3) Require the consumer to make the automobile available more than once for inspection by a manufacturer’s representative or more than once for repair of the same nonconformity; or

(4) Fail to consider in decisions any remedies provided by this chapter, such remedies to include:

a. Repair, replacement and refund;

b. Reimbursement for related purchase costs; or

(5) Require the consumer to take any action or assume any obligation not specifically authorized under the provisions of Title 16, Code of Federal Regulations, Part 703.

(e) A manufacturer desiring annual certification of an informal dispute settlement procedure shall make application to the Division of Consumer Protection on forms developed by, and shall provide such information as required by, the Division of Consumer Protection.
6 Del. C. § 9-602 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-602
§ Â
        9-602. Waiver and variance of rights and duties.
Status: in_force

Except as otherwise provided in Section 9-624, to the extent that they give rights to a debtor or obligor and impose duties on a secured party, the debtor or obligor may not waive or vary the rules stated in the following listed sections:

(1) Section 9-207(b)(4)(C), which deals with use and operation of the collateral by the secured party;

(2) Section 9-210, which deals with requests for an accounting and requests concerning a list of collateral and statement of account;

(3) Section 9-607(c), which deals with collection and enforcement of collateral;

(4) Sections 9-608(a) and 9-615(c) to the extent that they deal with application or payment of noncash proceeds of collection, enforcement, or disposition;

(5) Sections 9-608(a) and 9-615(d) to the extent that they require accounting for or payment of surplus proceeds of collateral;

(6) Section 9-609 to the extent that it imposes upon a secured party that takes possession of collateral without judicial process the duty to do so without breach of the peace;

(7) Sections 9-610(b), 9-611, 9-613, and 9-614, which deal with disposition of collateral;

(8) Section 9-615(f), which deals with calculation of a deficiency or surplus when a disposition is made to the secured party, a person related to the secured party, or a secondary obligor;

(9) Section 9-616, which deals with explanation of the calculation of a surplus or deficiency;

(10) Sections 9-620, 9-621, and 9-622, which deal with acceptance of collateral in satisfaction of obligation;

(11) Section 9-623, which deals with redemption of collateral;

(12) Section 9-624, which deals with permissible waivers; and

(13) Sections 9-625 and 9-626, which deal with the secured party’s liability for failure to comply with this Article.
6 Del. C. § 2563 — Delaware Code / Title 6 / Chapter 25 / Subchapter VI / Section 2563
§ Â
        2563. Prohibition.
Status: in_force

(a) No person, either directly or through the use of agents or other intermediaries, shall promote, sell, attempt to sell, offer or grant participation in a pyramid or chain distribution scheme.

(b) Whoever, directly or through the use of agents or intermediaries, violates subsection (a) of this section shall be fined not more than $5,000, or imprisoned not more than 3 years, or both.

(c) The Superior Court shall have exclusive jurisdiction of offenses under this section.
6 Del. C. § 4331 — Delaware Code / Title 6 / Chapter 43 / Subchapter VII / Section 4331
§ Â
        4331. Service charge on consolidated time balance.
Status: in_force

Subject to the other provisions of §§ 4315-4317 of this title, the service charge to be included in a consolidated time balance shall be determined by applying the service charge at the applicable rate specified in that article to either:

(1) The total of the unpaid balance of the subsequent contract and the unpaid balance of any previous contract included in the consolidated total determined by deducting from the then unpaid time balance thereof any then unearned service charge in an amount not less than the refund credit for anticipation in §§ 4320-4323 of this title (computed, however, without the allowance of any minimum earned service charge), for the period from the date thereof to and including the date when the final installment of such consolidated total is payable; or

(2) The principal balance of the subsequent contract for the period from the date thereof to and including the date when the final installment of such consolidated total is payable and, if the due date of the final installment of such consolidated total is later than the due date of the final installment of any previous contract included in the consolidated total, on the time balance then unpaid on such previous contract from the date when the final installment thereof was payable to the date when the final installment of such consolidated total is payable.
6 Del. C. § 2908 — Delaware Code / Title 6 / Chapter 29 / Section 2908
§ Â
        2908. Purchase promotion sales.
Status: repealed

Repealed by 77 Del. Laws, c. 394, § 7, effective July 15, 2010.
6 Del. C. § 1207 — Delaware Code / Title 6 / Chapter 12 / Section 1207
§ Â
        1207. Government not liable for certain expenses.
Status: in_force

No Government shall be liable for expenses which a party incurs in bringing an action under this chapter.
6 Del. C. § 5137 — Delaware Code / Title 6 / Chapter 51 / Section 5137
§ Â
        5137. Validity of prosecutions.
Status: in_force

Prosecutions for violation of this chapter shall be valid and proper notwithstanding the existence of any other valid general or specific chapter of the Delaware Laws dealing with matters that may be the same as or similar to those covered by this chapter.
6 Del. C. § 7-302 — Delaware Code / Title 6 / Article 7 / Part 3 / Section 7-302
§ Â
        7-302. Through bills of lading and similar documents of title.
Status: in_force

(a) The issuer of a through bill of lading, or other document of title embodying an undertaking to be performed in part by a person acting as its agent or by a performing carrier, is liable to any person entitled to recover on the bill or other document for any breach by the other person or the performing carrier of its obligation under the bill or other document. However, to the extent that the bill or other document covers an undertaking to be performed overseas or in territory not contiguous to the continental United States or an undertaking including matters other than transportation, this liability for breach by the other person or the performing carrier may be varied by agreement of the parties.

(b) If goods covered by a through bill of lading or other document of title embodying an undertaking to be performed in part by a person other than the issuer are received by that person, the person is subject, with respect to its own performance while the goods are in its possession, to the obligation of the issuer. The person’s obligation is discharged by delivery of the goods to another person pursuant to the bill or other document and does not include liability for breach by any other person or by the issuer.

(c) The issuer of a through bill of lading or other document of title described in subsection (a) is entitled to recover from the performing carrier, or other person in possession of the goods when the breach of the obligation under the bill or other document occurred:

(1) The amount it may be required to pay to any person entitled to recover on the bill or other document for the breach, as may be evidenced by any receipt, judgment, or transcript of judgment; and

(2) The amount of any expense reasonably incurred by the issuer in defending any action commenced by any person entitled to recover on the bill or other document for the breach.
6 Del. C. § 4504 — Delaware Code / Title 6 / Chapter 45 / Section 4504
§ Â
        4504. Unlawful practices.
Status: in_force

(a) (1) a. No person being the owner, lessee, proprietor, manager, director, supervisor, superintendent, agent, or employee of any place of public accommodation, may directly or indirectly refuse, withhold from, or deny to any person, on account of race, age, marital status, creed, religion, color, sex, disability, sexual orientation, gender identity, military status, or national origin, any of the accommodations, facilities, advantages, or privileges of the public accommodation.

b. A person who does not allow parking by a holder of a special license plate or permit for persons with disabilities as allowed under § 2134 through § 2135 of Title 21 is engaged in an unlawful practice under this chapter.

(2) A place of public accommodation may provide reasonable accommodations based on gender identity in areas of facilities where disrobing is likely, such as locker rooms or other changing facilities, which reasonable accommodations may include a separate or private place for the use of persons whose gender-related identity, appearance or expression is different from their assigned sex at birth, provided that such reasonable accommodations are not inconsistent with the gender-related identity of such persons.

(3) A place of public accommodation must permit service animals as follows:

a. An individual with a disability accompanied by a service animal in any place of public accommodation.

b. An individual training a service animal to be used by persons with disabilities accompanied by a service animal in any place of public accommodation.

(4) Except as provided under paragraph (a)(6) of this section, it is a violation of paragraph (a)(1)a. of this section for a person to do any of the following:

a. To impose or apply eligibility criteria that screen out or tend to screen out an individual with a disability or any class of individuals with disabilities from fully and equally enjoying any goods, services, facilities, privileges, advantages, or accommodations of a place of public accommodation, unless the criteria can be shown to be necessary for the provision of the goods, services, facilities, privileges, advantages, or accommodations being offered.

b. To fail to make reasonable modifications in policies, practices, or procedures to afford goods, services, facilities, privileges, advantages, or accommodations to individuals with disabilities, unless the place of public accommodation can demonstrate that making the modifications would fundamentally alter the nature of the goods, services, facilities, privileges, advantages, or accommodations.

c. To fail to take measures that may be necessary to ensure that no individual with a disability is excluded, denied services, segregated, or otherwise treated differently than other individuals because of the absence of auxiliary aids and services, unless the place of public accommodation can demonstrate that taking the steps would fundamentally alter the nature of the goods, services, facilities, privileges, advantages, or accommodations being offered or would result in an undue burden.

d. 1. To fail to remove architectural barriers and communication barriers that are structural in nature, where such removal is readily achievable, in existing facilities,

2. Where a place of public accommodation can demonstrate that the removal of a barrier under paragraph (a)(4)d.1. of this section is not readily achievable, to fail to make goods, services, facilities, privileges, advantages, or accommodations available through alternative methods if such methods are readily achievable.

(5) Nothing in paragraph (a)(4) of this section may be construed to require either of the following:

a. An individual with a disability to accept an accommodation, modification, aid, service, opportunity, or benefit that the individual chooses not to accept.

b. A place of public accommodation to provide individuals with disabilities with personal devices, such as wheelchairs, eyeglasses, hearing aids, or readers for personal use or study, or personal services to assist with feeding, toileting, or dressing.

(6) Paragraph (a)(4) of this section does not apply to religious organizations or entities controlled by religious organizations, including places of worship.

(b) (1) No person, being the owner, lessee, proprietor, manager, superintendent, agent, or employee of any place of public accommodation, shall directly or indirectly publish, issue, circulate, post, or display any written, typewritten, mimeographed, printed, television, Internet, or radio communications notice or advertisement to the effect that any of the accommodations, facilities, advantages, and privileges of any place of public accommodation shall be refused, withheld from or denied to any person on account of race, age, marital status, creed, religion, color, sex, disability, sexual orientation, gender identity, military status, or national origin, or that the patronage or custom thereat of any person belonging to, purporting to be, or appearing to be of any particular race, age, marital status, creed, religion, color, sex, disability, sexual orientation, gender identity, military status, or national origin is unlawful, objectionable, or not acceptable, desired, accommodated, or solicited, or that the patronage of persons of any particular race, age, marital status, creed, religion, color, sex, disability, sexual orientation, gender identity, military status, or national origin is preferred or is particularly welcomed, desired, or solicited.

(2) A sign that prohibits parking by a holder of a special license plate or permit for persons with disabilities as allowed under § 2134 through § 2135 of Title 21 is a violation under paragraph (b)(1) of this section.

(c) It is unlawful to assist, induce, incite, or coerce another person to commit any discriminatory public accommodations practice prohibited under subsection (a) or (b) of this section.

(d) Requirements for newly constructed places of public accommodation. — All buildings which are constructed after January 1, 2011, and intended for use as places of public accommodation (as defined in § 4502 of this title), must be equipped with an automatic door or calling device at each entrance that is intended to be a main entrance accessible by members of the general public. For purposes of this subsection, a calling device shall mean any device that allows a person with a disability to request assistance with entry meeting the following minimum specifications:

(1) The device must provide a recognizable signal inside the place of public accommodation;

(2) The device must be capable of being operated using only 1 hand or limb;

(3) The device must have at least 1 sign next to it which identifies the device and how to use it; and

(4) The device must be capable of being operated in accordance with all requirements of the Americans with Disabilities Act [42 U.S.C. § 12101 et seq.] Accessibility Guidelines.

(e) Nothing in this section may be interpreted as an abrogation of any requirements otherwise imposed by applicable federal or state laws or regulations. If federal or state law provide additional rights to members of a protected class or requirements for a place of public accommodation, this section must be interpreted as providing that right or requirement.

(f) A person, being the owner, lessee, proprietor, manager, director, supervisor, superintendent, agent, or employee of any place of public accommodation, may not engage in an act or practice that is unlawful under subsections (a) through (d) of this section or otherwise retaliate against an individual because the individual has done 1 of the following:

(1) Opposed an act or practice that is unlawful under subsections (a) through (d) of this section.

(2) Made a charge, testified, assisted, or participated in any manner in an investigation, proceeding, or hearing to enforce subsections (a) through (d) of this section.

(g) A place of public accommodation may not deny a request by an individual with a disability for a reasonable modification or for auxiliary aids or services solely because the individual did not use the exact terms under this chapter when making the request, such as by requesting a “reasonable accommodation” or for the auxiliary aid or service.
6 Del. C. § 18-1108 — Delaware Code / Title 6 / Chapter 18 / Subchapter XI / Section 18-1108
§ Â
        18-1108. Cancellation of certificate of formation or certificate of registered series for failure to pay taxes.
Status: in_force

(a) The certificate of formation of a domestic limited liability company shall be canceled if the annual tax due under § 18-1107 of this title for the domestic limited liability company is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date.

(b) The certificate of registered series of a registered series shall be canceled if the annual tax due under § 18-1107 of this title for the registered series is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date.

(c) A list of those domestic limited liability companies and registered series whose certificates of formation or certificates of registered series were canceled on June 1 of such calendar year pursuant to § 18-1108(a) or § 18-1108(b) of this title shall be filed in the office of the Secretary of State. On or before October 31 of each calendar year, the Secretary of State shall publish such list on the Internet or on a similar medium for a period of 1 week and shall advertise the website or other address where such list can be accessed in at least 1 newspaper of general circulation in the State of Delaware.
6 Del. C. § 3901 — Delaware Code / Title 6 / Chapter 39 / Section 3901
§ Â
        3901. Publication of public notices on Sunday.
Status: in_force

Whenever, under any general or special law or charter in this State, any person is authorized to issue or publish any newspaper or newspapers on Sunday, any and every official or public notice, rule, order, proclamation, announcement or advertisement may be published in such newspaper or newspapers on Sunday with the same legal effect in all respects as if published on any secular day of the week.
6 Del. C. § 2411A — Delaware Code / Title 6 / Chapter 24A / Section 2411A
§ Â
        2411A. Renewal of licenses.
Status: repealed

(a) A provider must obtain a renewal of its license annually.

(b) An application for renewal of a provider license must be in a form prescribed by the Attorney General signed under oath, and:

(1) Be filed no fewer than 30 and no more than 60 days before the license expires;

(2) Be accompanied by (i) a nonrefundable fee of $1,000, which shall be deposited in the State Treasury to the credit of the State Consumer Protection Fund created under § 2527 of this title, and (ii) the bond required by § 2413A of this title.

(3) Contain the matter required for initial licensing as a provider by § 2406A(9) and (10) of this title and a financial statement, audited by an accountant licensed to conduct audits, for the applicant’s fiscal year immediately preceding the application;

(4) Disclose any changes in the information contained in the applicant’s application for licensing or its immediately previous application for renewal, as applicable;

(5) Supply evidence of insurance in an amount equal to the larger of $250,000 or the highest daily balance in the trust account required by § 2422A of this title during the 6-month period immediately preceding the application;

(A) Against 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) If a provider holds money on behalf of a debtor to pay creditors, the provider shall disclose the total amount of money received by the applicant pursuant to plans during the preceding 12 months from or on behalf of individuals who reside in this State and the total amount of money distributed to creditors of those individuals during that period;

(7) Disclose, to the best of the applicant’s knowledge, the gross amount of money accumulated during the preceding 12 months pursuant to plans by or on behalf of individuals who reside in this State and with whom the applicant has agreements; and

(8) Provide any other information that the Attorney General reasonably requires to perform the Attorney General’s duties under this chapter.

(c) Except for the information required by § 2406A(8), (15), and (18) of this title and the addresses required by § 2406A(5) of this title, the Attorney General shall make the information in an application for renewal of a provider license available to the public.

(d) If a licensed provider files a timely and complete application for renewal of its license, the license remains effective until the Attorney General, in a record, notifies the applicant of a denial and states the reasons for the denial.

(e) If the Attorney General makes a preliminary determination to deny an application for the renewal of a provider license, the applicant may file a request for a hearing with the Attorney General pursuant to subchapter IV of the Delaware Administrative Procedures Act, Chapter 101 of Title 29. The Attorney General’s preliminary determination may become a final decision if such a request is not timely filed.

(f) Subject to § 2434A of this title, while the final decision is pending, the applicant shall continue to provide debt-management services to individuals with whom it has agreements. If the Attorney General’s final decision is to deny the application, subject to the Attorney General’s order and § 2434A of this title, the applicant shall continue to provide debt-management services to individuals with whom it has agreements until, with the Attorney General’s approval, it transfers the agreements to another licensed provider or returns to the individuals all unexpended money that is under the applicant’s control.
6 Del. C. § 4508 — Delaware Code / Title 6 / Chapter 45 / Section 4508
§ Â
        4508. Procedure on complaint.
Status: in_force

(a) An individual who believes they have been aggrieved by a discriminatory public accommodation practice prohibited under § 4504 of this title may file a written complaint with the Division. A complaint under this chapter may be filed by the individual or by the individual’s attorney and must include all of the following:

(1) The individual’s name and address.

(2) The name and location of the place of public accommodation at which the discriminatory public accommodation practice occurred, and the date, time, and an explanation of the discriminatory practice.

(3) If known, the name and address of each respondent and, if different, the name of the owner, lessee, proprietor, manager, or superintendent of the place of public accommodation.

(4) All other information as the Division requires.

(b) A complaint must be filed with the Division no more than 180 days after the occurrence of the alleged discriminatory public accommodation practice.

(c) (1) Within 120 days after the complaint is filed, the Division shall investigate the complaint and endeavor to eliminate any unlawful discriminatory practice discovered during the investigation, using conciliation.

a. When investigating a complaint, the Division shall apply the requirements of this chapter in a manner consistent with equivalent requirements under federal laws.

b. Insofar as possible, conciliation meetings shall be held in the county where the alleged discriminatory public accommodations practice occurred.

(2) If the matter is resolved through conciliation, the parties shall enter a conciliation agreement stating the terms of the resolution of the matter.

(3) If the Division determines that the allegations in the complaint do not state a claim for which relief is available under this chapter or that the claim is not within the scope of the Division’s jurisdiction, it may petition the Commission, with notice to the complainant, to dismiss the complaint. A notice under this paragraph (c)(3) must include, with specificity, the reasons for the Division’s determination.

(d) Whenever the Division has reasonable cause to believe that a respondent has breached a conciliation agreement, the Division shall refer the matter to the Attorney General with a recommendation that a civil action be filed under § 4512 of this title for the enforcement of such agreement.

(e) If a complaint cannot be resolved through conciliation under subsection (c) of this section, the Commission shall appoint a panel to hold a public hearing within 60 days after the expiration of 120-day period for investigation and conciliation. The deadlines provided under subsection (c) of this section and this subsection may be extended by the Chairperson or the Panel Chair at the request of any party or an employee of the Commission upon a showing of good cause.

(f) (1) Public hearings must be conducted in accordance with rules prescribed by the Commission. Each party may appear in person, be represented by counsel, present evidence, cross-examine witnesses, and obtain the issuance of subpoenas under § 4510 of this title. The Delaware Rules of Evidence apply to the presentation of evidence in a public hearing as they would in an administrative hearing conducted in accordance with subchapter III of the Administrative Procedures Act in Title 29 (subchapter III of Chapter 101 of Title 29).

(2) a. The Commission shall keep a record of all public hearings and shall provide a transcript of a hearing, at cost upon request of a party.

b. A party may apply to the Commission to waive the cost of a transcript. The Commission may waive all or part of the cost of the transcript if the party meets the criteria to proceed in forma pauperis in the Superior Court.

(3) Decisions of the panel must be made by a majority of the members of the panel.

(g) If the panel determines that a violation of § 4504 of this title has not occurred, it shall issue an order dismissing the complaint. The panel may award reasonable attorneys’ fees, costs, and expenses to the respondent under this subsection if the panel determines that the complaint was brought for an improper purpose, such as to harass or embarrass the respondent.

(h) If the panel determines that a violation of § 4504 of this title has occurred, it shall issue an order stating its findings of fact and conclusions of law and containing such relief as may be appropriate, including any of the following:

(1) Actual damages suffered by the aggrieved person, including damages caused by humiliation and embarrassment.

(2) Costs, expenses, reasonable attorneys’ fees.

(3) Injunctive or other equitable relief.

(4) To vindicate the public interest, the panel may assess a civil penalty against the respondent or respondents, to be paid to the Special Administration Fund, as follows:

a. In an amount not exceeding $5,000 for each discriminatory public accommodations practice if the respondent has not been adjudged to have committed any prior discriminatory public accommodations practice.

b. In an amount not exceeding $15,000 for each discriminatory public accommodations practice if the respondent has been adjudged to have committed 1 other discriminatory public accommodations practice during the 5-year period ending on the date of the complaint.

c. In an amount not exceeding $25,000 for each discriminatory public accommodations practice if the respondent has been adjudged to have committed 2 or more discriminatory public accommodations practices during the 7-year period ending on the date of the complaint.

(i) The Commission shall serve copies of orders entered under subsections (g) and (h) of this section personally or by registered or certified mail to each party or their counsel.

(j) If the Division concludes, at any time following the filing of a complaint, that prompt judicial action is necessary to carry out the purpose of this chapter, the Division may authorize a civil action for appropriate temporary or preliminary relief pending final disposition of the complaint under this section. Upon receipt of such authorization, the Attorney General may elect, in the absence of a conflict of duties, to commence and maintain such an action in the Court of Chancery on behalf of the Division. If the Attorney General does not elect to pursue such an action, the Division may, with the written authorization of the Secretary of State, employ special counsel to pursue such action notwithstanding § 2507 of Title 29. The commencement of a civil action under this subsection does not affect the initiation or continuation of proceedings under this section.

(k) The Commission, by regulation, shall adopt procedures for dismissal of complaints based on lack of jurisdiction or failure to state a claim upon which relief is available under this chapter. Notwithstanding the limitation of delegation in § 4505 of this title, the Commission may authorize such dismissal by a single commissioner prior to appointment of a panel.
6 Del. C. § 2910 — Delaware Code / Title 6 / Chapter 29 / Section 2910
§ Â
        2910. Termination of contract or franchise.
Status: repealed

Repealed by 77 Del. Laws, c. 394, § 9, effective July 15, 2010.
6 Del. C. § 2506B — Delaware Code / Title 6 / Chapter 25B / Section 2506B
§ Â
        2506B. Enforcement and remedies.
Status: in_force

(a) The Attorney General shall have the same authority in enforcing, remedying, and otherwise carrying out the provisions of this subchapter as is provided by Chapter 25 of Title 29 and by §§ 2511-2527 and 2531-2536 of this title.

(b) If a court or tribunal of competent jurisdiction finds that any person has wilfully violated this chapter, the Attorney General, upon petition to the court or tribunal, shall recover from the person, on behalf of the State, in addition to all the costs, a civil penalty of not more than $10,000 per violation pursuant to § 2513 of this title. If the violation is against a person age 65 or older or a person with a disability, an additional civil penalty of not more than $10,000 per violation shall be recovered pursuant to § 2581 of this title. Each day that a wilful violation continues shall be considered a separate violation.

(c) For the purpose of this chapter, a wilful violation occurs when the party committing the violation knew or should have known that the party’s conduct was of a nature prohibited by this chapter.

(d) The remedies provided for in this chapter are not exclusive, and shall be in addition to any other procedures, rights or remedies which exist with respect to any other provisions of law.
6 Del. C. § 9-525 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-525
§ Â
        9-525. Fees.
Status: in_force

(a) Initial financing statement or other record; general rule. —

Except as otherwise provided in subsection (e), the fee for filing and indexing a record under this part, other than an initial financing statement of the kind described in subsection (b), is:

(1) The amount specified in subsection (c), if applicable, plus an amount not to exceed $ 125 and an amount of $2 per page for each page in excess of 4 pages if the record is communicated in writing or as an image; or

(2) An amount not to exceed $ 100 if the record is communicated via the Internet or a similar medium authorized by filing office rule, provided that filings complying with such rule shall be exempt from fees described in subsection (c) and paragraph (d)(3) of this section.

(b) Initial financing statement: public-finance or manufactured-home transaction. — Except as otherwise provided in subsection (e), the fee for filing and indexing an initial financing statement of the following kind is the amount specified in subsection (a)(and, if applicable, subsection (c)), plus $20 if the financing statement indicates that it is filed in connection with a public-finance transaction or a manufactured-home transaction.

(c) Number of names. — Except as otherwise provided in subsection (e), if a record is communicated in writing or as an image, the fee for each name more than two required to be indexed is $25.

(d) Response to information request and expediting services. — (1) The fee for responding to a request for information from the filing office, including for communicating whether there is on file any financing statement naming a particular debtor, is:

(A) $25 if the request is communicated in writing; and

(B) $25 if the request is communicated by another medium authorized by filing-office rule.

(2) Upon request the filing office shall provide a copy of any record for a uniform fee of $10 for the first page and $2 for each additional page; provided however, that the office of the Secretary of State may, in its discretion, establish different rate schedules for bulk copies pursuant to § 9-523(f) of this title.

(3) For each service described in this subsection or in Section 9-523(a) that is requested to be completed: (i) within a twenty-four hour period from the time of the request, the Secretary of State shall charge the additional sum of up to $100; (ii) within the same day as the day of the request, the Secretary of State shall charge the additional sum of up to $200; (iii) within a two-hour period from the time of the request, the Secretary of State shall charge the additional sum of up to $500; and (iv) within a one-hour period from the time of the request, the Secretary of State shall charge the additional sum of up to $1,000.

(e) Record of mortgage. — This section does not require a fee with respect to a record of a mortgage which is effective as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut under Section 9-502(c). However, the recording and satisfaction fees that otherwise would be applicable to the record of the mortgage apply.
6 Del. C. § 8-508 — Delaware Code / Title 6 / Article 8 / Part 5 / Section 8-508
§ Â
        8-508. Duty of securities intermediary to change entitlement holderâs position to other form of security holding.
Status: in_force

A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if:

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

(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
6 Del. C. § 4501 — Delaware Code / Title 6 / Chapter 45 / Section 4501
§ Â
        4501. Purpose and construction.
Status: in_force

This chapter is intended to prevent, in places of public accommodations, practices of discrimination against any person because of race, age, marital status, creed, religion, color, sex, disability, sexual orientation, gender identity, military status, or national origin. This chapter shall be liberally construed to the end that the rights herein provided for all people, without regard to race, age, marital status, creed, religion, color, sex, disability, sexual orientation, gender identity, military status, or national origin, may be effectively safeguarded. Furthermore, it is appropriate for the Commission to consult with, consider, and apply higher or more comprehensive obligations established by otherwise applicable federal, state, or local law in defining the scope or extent of any duty imposed by this chapter.
6 Del. C. § 5001 — Delaware Code / Title 6 / Chapter 50 / Section 5001
§ Â
        5001. Definitions.
Status: in_force

As used in this chapter:

(1) “Automobile” means any passenger motor vehicle which is leased or bought in Delaware or registered by the Division of Motor Vehicles in the Department of Transportation except the living facilities of motor homes.

(2) “Consumer” means the purchaser, other than for purposes of resale, of an automobile; a person to whom an automobile is transferred during the duration of an express warranty applicable to the automobile; or any other person entitled by the terms of the warranty to enforce the obligations of the warranty.

(3) “Dealer” means a person actively engaged in the business of buying, selling or exchanging automobiles at retail and who has an established place of business.

(4) “Lien” means a security interest in an automobile.

(5) “Lienholder” means a person with a security interest in an automobile pursuant to a lien.

(6) “Manufacturer” means a person engaged in the business of manufacturing, assembling or distributing automobiles, who will, under normal business conditions during the year, manufacture, assemble or distribute to dealers at least 10 new automobiles.

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

(8) “Nonconformity” means a defect or condition which substantially impairs the use, value or safety of an automobile.
6 Del. C. § 9-604 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-604
§ Â
        9-604. Procedure if security agreement covers real property or fixtures.
Status: in_force

(a) Enforcement: personal and real property. — If a security agreement covers both personal and real property, a secured party may proceed:

(1) under this part as to the personal property without prejudicing any rights with respect to the real property; or

(2) as to both the personal property and the real property in accordance with the rights with respect to the real property, in which case the other provisions of this part do not apply.

(b) Enforcement: fixtures. — Subject to subsection (c), if a security agreement covers goods that are or become fixtures, a secured party may proceed:

(1) under this part; or

(2) in accordance with the rights with respect to real property, in which case the other provisions of this part do not apply.

(c) Removal of fixtures. — Subject to the other provisions of this part, if a secured party holding a security interest in fixtures has priority over all owners and encumbrancers of the real property, the secured party, after default, may remove the collateral from the real property.

(d) Injury caused by removal. — A secured party that removes collateral shall promptly reimburse any encumbrancer or owner of the real property, other than the debtor, for the cost of repair of any physical injury caused by the removal. The secured party need not reimburse the encumbrancer or owner for any diminution in value of the real property caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.
6 Del. C. § 2A-521 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-521
§ Â
        2A-521. Lesseeâs right to specific performance or replevin.
Status: in_force

(1) Specific performance may be decreed if the goods are unique or in other proper circumstances.

(2) A decree for specific performance may include any terms and conditions as to payment of the rent, damages, or other relief that the court deems just.

(3) A lessee has a right of replevin, detinue, sequestration, claim and delivery, or the like for goods identified to the lease contract if after reasonable effort the lessee is unable to effect cover for those goods or the circumstances reasonably indicate that the effort will be unavailing.
6 Del. C. § 1203C — Delaware Code / Title 6 / Chapter 12C / Section 1203C
§ Â
        1203C. Enforcement.
Status: in_force

The Consumer Protection Unit of the Department of Justice has enforcement authority over this chapter and may investigate and prosecute violations of this chapter in accordance with the provisions of subchapter II of Chapter 25 of Title 29.
6 Del. C. § 4002 — Delaware Code / Title 6 / Chapter 40 / Section 4002
§ Â
        4002. Information provided at time of sale.
Status: in_force

(a) Every seller shall, at the time of sale, deliver to the purchaser of each dog a written statement containing the following information:

(1) The date of the animal’s birth, if known; the breeder’s name and address, if known; and the date the seller received the animal, if not bred by the seller. If the seller does not know the name and address of the breeder, then the seller must provide the name and address of the person who sold or gave the animal to the seller.

(2) The breed, sex and color of the animal, and identifying marks existing at the time of sale, if any. If the animal is from a United States Department of Agriculture licensed source, the statement shall contain the individual identifying tag, tattoo or collar number for that animal. If the breed is unknown or mixed, the record shall so indicate.

(3) If the animal is being sold as registrable, the names and registration numbers of the sire and dam, and the litter number.

(4) A record of any inoculations and worming treatments administered to the animal as of the time of sale, to the extent known, including dates of administration and the type of vaccine or worming treatment.

(5) A record of any diagnosis, treatment or medication received by the animal from a licensed veterinarian while in the possession of the seller.
6 Del. C. § 3-406 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-406
§ Â
        3-406. Negligence contributing to forged signature or alteration of instrument.
Status: in_force

(a) A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged signature on an instrument is precluded from asserting the alteration or the forgery against a person who, in good faith, pays the instrument or takes it for value or for collection.

(b) Under subsection (a), if the person asserting the preclusion fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss, the loss is allocated between the person precluded and the person asserting the preclusion according to the extent to which the failure of each to exercise ordinary care contributed to the loss.

(c) Under subsection (a), the burden of proving failure to exercise ordinary care is on the person asserting the preclusion. Under subsection (b), the burden of proving failure to exercise ordinary care is on the person precluded.
6 Del. C. § 12A-115 — Delaware Code / Title 6 / Chapter 12A / Section 12A-115
§ Â
        12A-115. Time and place of sending and receipt.
Status: in_force

(a) Unless otherwise agreed between the sender and the recipient, an electronic record is sent when it:

(1) Is addressed properly or otherwise directed properly to an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record;

(2) Is in a form capable of being processed by that system; and

(3) Enters an information processing system outside the control of the sender or of a person that sent the electronic record on behalf of the sender or enters a region of the information processing system designated or used by the recipient which is under the control of the recipient.

(b) Unless otherwise agreed between a sender and the recipient, an electronic record is received when:

(1) It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and

(2) It is in a form capable of being processed by that system.

(c) Subsection (b) of this section applies even if the place the information processing system is located is different from the place the electronic record is deemed to be received under subsection (d) of this section.

(d) Unless otherwise expressly provided in the electronic record or agreed between the sender and the recipient, an electronic record is deemed to be sent from the sender’s place of business and to be received at the recipient’s place of business. For purposes of this subsection, the following rules apply:

(1) If the sender or recipient has more than 1 place of business, the place of business of that person is the place having the closest relationship to the underlying transaction.

(2) If the sender or the recipient does not have a place of business, the place of business is the sender’s or recipient’s residence, as the case may be.

(e) An electronic record is received under subsection (b) of this section even if no individual is aware of its receipt.

(f) Receipt of an electronic acknowledgment from an information processing system described in subsection (b) of this section establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received.

(g) If a person is aware that an electronic record purportedly sent under subsection (a) of this section, or purportedly received under subsection (b) of this section, was not actually sent or received, the legal effect of the sending or receipt is determined by other applicable law. Except to the extent permitted by the other law, the requirements of this subsection may not be varied by agreement.
6 Del. C. § 9-310 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-310
§ Â
        9-310. When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply.
Status: in_force

(a) General rule: perfection by filing. — Except as otherwise provided in subsection (b) and Section 9-312(b), a financing statement must be filed to perfect all security interests and agricultural liens.

(b) Exceptions: filing not necessary. — The filing of a financing statement is not necessary to perfect a security interest:

(1) that is perfected under Section 9-308(d), (e), (f), or (g);

(2) that is perfected under Section 9-309 when it attaches;

(3) in property subject to a statute, regulation, or treaty described in Section 9-311(a);

(4) in goods in possession of a bailee which is perfected under Section 9-312(d)(1) or (2);

(5) in certificated securities, documents, goods, or instruments which is perfected without filing, control, or possession under Section 9-312(e), (f), or (g);

(6) in collateral in the secured party’s possession under Section 9-313;

(7) in a certificated security which is perfected by delivery of the security certificate to the secured party under Section 9-313;

(8) in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, investment property, or letter-of-credit rights which is perfected by control under Section 9-314;

(8.1) in chattel paper which is perfected by possession and control under Section 9-314A;

(9) in proceeds which is perfected under Section 9-315; or

(10) that is perfected under Section 9-316.

(c) Assignment of perfected security interest. — If a secured party assigns a perfected security interest or agricultural lien, a filing under this Article is not required to continue the perfected status of the security interest against creditors of and transferees from the original debtor.
6 Del. C. § 4317 — Delaware Code / Title 6 / Chapter 43 / Subchapter IV / Section 4317
§ Â
        4317. Charges included in contract service charge; additional charges prohibited.
Status: reserved

The service charge shall be inclusive of all charges incident to investigating and making the contract and for the extension of the credit provided for in the contract, and no fee, expense or other charge whatsoever shall be taken, received, reserved or contracted for except as otherwise provided in this chapter.
6 Del. C. § 12-104 — Delaware Code / Title 6 / Article 12 / Section 12-104
§ Â
        12-104. Rights in controllable account, controllable electronic record, and controllable payment intangible.
Status: in_force

(a) Applicability of section to controllable account and controllable payment intangible. —

This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subsections (c), (d), (e), (g), and (h) of a purchaser and qualifying purchaser, in the same manner this section applies to a controllable electronic record.

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

To determine whether a purchaser of a controllable account or a controllable payment intangible is a qualifying purchaser, the purchaser obtains control of the account or payment intangible if it obtains control of the controllable electronic record that evidences the account or payment intangible.

(c) Applicability of other law to acquisition of rights. —

Except as provided in this section, law other than this article determines whether a person acquires a right in a controllable electronic record and the right the person acquires.

(d) Shelter principle and purchase of limited interest. —

A purchaser of a controllable electronic record acquires all rights in the controllable electronic record that the transferor had or had power to transfer, except that a purchaser of a limited interest in a controllable electronic record acquires rights only to the extent of the interest purchased.

(e) Rights of qualifying purchaser. —

A qualifying purchaser acquires its rights in the controllable electronic record free of a claim of a property right in the controllable electronic record.

(f) Limitation of rights of qualifying purchaser in other property. —

Except as provided in subsections (a) and (e) for a controllable account and a controllable payment intangible or law other than this article, a qualifying purchaser takes a right to payment, right to performance, or other interest in property evidenced by the controllable electronic record subject to a claim of a property right in the right to payment, right to performance, or other interest in property.

(g) No-action protection for qualifying purchaser. —

An action may not be asserted against a qualifying purchaser based on both a purchase by the qualifying purchaser of a controllable electronic record and a claim of a property right in another controllable electronic record, whether the action is framed in conversion, replevin, constructive trust, equitable lien, or other theory.

(h) Filing not notice. —

Filing of a financing statement under Article 9 is not notice of a claim of a property right in a controllable electronic record.
6 Del. C. § 2409C — Delaware Code / Title 6 / Chapter 24C / Section 2409C
§ Â
        2409C. Enforcement.
Status: in_force

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

(b) If a court or tribunal of competent jurisdiction finds that any person has wilfully violated this chapter, the Attorney General, upon petition to the court or tribunal, shall recover from the person, on behalf of the State, in addition to all costs, a civil penalty of not more than $10,000 per violation pursuant to § 2533 of this title. If the violation is against an elderly person or person with a disability, an additional civil penalty of not more than $10,000 per violation shall be recovered pursuant to § 2581 of this title. Each day that a wilful violation continues shall be considered a separated violation.

(c) For the purpose of this chapter, a “wilful violation” occurs when the party committing the violation knew or should have known that the party’s conduct was of the nature prohibited by this chapter.
6 Del. C. § 3308 — Delaware Code / Title 6 / Chapter 33 / Section 3308
§ Â
        3308. Records.
Status: in_force

The Secretary of State shall keep for public examination a record of all marks registered or renewed under this chapter.
6 Del. C. § 2501B — Delaware Code / Title 6 / Chapter 25B / Section 2501B
§ Â
        2501B. Short title.
Status: in_force

This chapter may be cited as the “Delaware Residential Water Treatment System Sales Act.”
6 Del. C. § 4901 — Delaware Code / Title 6 / Chapter 49 / Section 4901
§ Â
        4901. Declaration of purpose.
Status: in_force

The General Assembly finds and declares that the distribution and sale of vehicles within this State vitally affects the general economy of the State and the public interest and the public welfare, and that in order to promote the public interest and the public welfare, and in the exercise of its police power, it is necessary to regulate vehicle manufacturers with franchise agreements, distributors or wholesalers and factory or distributor representatives, and to regulate franchises issued by the aforementioned who are doing business in this State in order to prevent frauds, impositions and other abuses upon its citizens and to protect and preserve the investments and properties of the citizens of this State.
6 Del. C. § 1413 — Delaware Code / Title 6 / Chapter 14 / Section 1413
§ Â
        1413. Construction and application of chapter.
Status: in_force

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(b) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of contractual arrangements between persons.

(c) Nothing in this chapter shall be construed to limit in any way whatsoever the application of any other provision of the laws of this State relating to corporations, including, without limitation and by way of example only, the laws regarding incorporation, mergers and dissolutions.

(d) It is intended that a workers cooperative qualified under this chapter will constitute a “corporation operating on a cooperative basis” and an “eligible worker-owned cooperative” within the meaning of § 1381(a)(2) and § 1042(c)(2), respectively, of the Internal Revenue Code of 1986 [26 U.S.C. §§ 1381(a)(2) and 1042(c)(2)], as amended, or under any successor provisions.
6 Del. C. § 8-403 — Delaware Code / Title 6 / Article 8 / Part 4 / Section 8-403
§ Â
        8-403. Demand that issuer not register transfer.
Status: in_force

(a) A person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.

(b) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to (i) the person who initiated the demand at the address provided in the demand and (ii) the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:

(1) the certificated security has been presented for registration of transfer or instruction for registration of transfer of uncertificated security has been received;

(2) a demand that the issuer not register transfer had previously been received; and

(3) the issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.

(c) The period described in subsection (b)(3) may not exceed 30 days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.

(d) An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective endorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer’s communication, either:

(1) obtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or

(2) file with the issuer an indemnity bond, sufficient in the issuer’s judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.

(e) This section does not relieve an issuer from liability for registering transfer pursuant to an endorsement or instruction that was not effective.
6 Del. C. § 18-607 — Delaware Code / Title 6 / Chapter 18 / Subchapter VI / Section 18-607
§ Â
        18-607. Limitations on distribution.
Status: in_force

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

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

(c) Unless otherwise agreed, a member who receives a distribution from a limited liability company shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of 3 years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the said 3-year period and an adjudication of liability against such member is made in the said action.
6 Del. C. § 2-515 — Delaware Code / Title 6 / Article 2 / Part 5 / Section 2-515
§ Â
        2-515. Preserving evidence of goods in dispute.
Status: in_force

In furtherance of the adjustment of any claim or dispute

(a) either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the goods including such of them as may be in the possession or control of the other; and

(b) the parties may agree to a third party inspection or survey to determine the conformity or condition of the goods and may agree that the findings shall be binding upon them in any subsequent litigation or adjustment.
6 Del. C. § 9-335 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-335
§ Â
        9-335. Accessions.
Status: in_force

(a) Creation of security interest in accession. — A security interest may be created in an accession and continues in collateral that becomes an accession.

(b) Perfection of security interest. — If a security interest is perfected when the collateral becomes an accession, the security interest remains perfected in the collateral.

(c) Priority of security interest. — Except as otherwise provided in subsection (d), the other provisions of this part determine the priority of a security interest in an accession.

(d) Compliance with certificate-of-title statute. — A security interest in an accession is subordinate to a security interest in the whole which is perfected by compliance with the requirements of a certificate-of-title statute under Section 9-311(b).

(e) Removal of accession after default. — After default, subject to Part 6, a secured party may remove an accession from other goods if the security interest in the accession has priority over the claims of every person having an interest in the whole.

(f) Reimbursement following removal. — A secured party that removes an accession from other goods under subsection (e) shall promptly reimburse any holder of a security interest or other lien on, or owner of, the whole or of the other goods, other than the debtor, for the cost of repair of any physical injury to the whole or the other goods. The secured party need not reimburse the holder or owner for any diminution in value of the whole or the other goods caused by the absence of the accession removed or by any necessity for replacing it. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.
6 Del. C. § 4101 — Delaware Code / Title 6 / Chapter 41 / Section 4101
§ Â
        4101. Disposal of unclaimed garments.
Status: in_force

Any garment left with a retail dry cleaner or retail launderer for dry cleaning or laundering which is not redeemed within 1 year may be disposed of by the dry cleaner or launderer without any liability or responsibility for the garment or any proceeds realized therefrom; provided, however, that this section shall apply only where advice to that effect is clearly printed in clear emphasized and differentiated type on the slip, ticket or check presented to the owner of the garment at the time it is left for dry cleaning or laundering.
6 Del. C. § 15-1002 — Delaware Code / Title 6 / Chapter 15 / Subchapter X / Section 15-1002
§ Â
        15-1002. Name.
Status: in_force

The name of a limited liability partnership shall comply with § 15-108 of this title.
6 Del. C. § 15-1105 — Delaware Code / Title 6 / Chapter 15 / Subchapter XI / Section 15-1105
§ Â
        15-1105. Foreign limited liability partnerships doing business without having qualified; injunctions.
Status: in_force

(a) The Court of Chancery shall have jurisdiction to enjoin any foreign limited liability partnership, or any agent thereof, from doing any business in the State of Delaware if such foreign limited liability partnership has failed to register under this subchapter or if such foreign limited liability partnership’s statement of foreign qualification contains false or misleading representations. The Attorney General shall, upon his or her own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited liability partnership is doing or has done business.

(b) Any foreign limited liability partnership doing business in the State of Delaware without first having registered shall pay to the Secretary of State a fee of $200 for each year or part thereof during which the foreign limited liability partnership failed to register in the State of Delaware.
6 Del. C. § 4A-506 — Delaware Code / Title 6 / Article 4A / Part 5 / Section 4A-506
§ Â
        4A-506. Rate of interest.
Status: in_force

(a) If, under this Article, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be determined (i) by agreement of the sender and receiving bank, or (ii) by a funds-transfer system rule if the payment order is transmitted through a funds-transfer system.

(b) If the amount of interest is not determined by an agreement or rule as stated in subsection (a), the amount is calculated by multiplying the applicable Federal Funds rate by the amount on which interest is payable, and then multiplying the product by the number of days for which interest is payable. The applicable Federal Funds rate is the average of the Federal Funds rates published by the Federal Reserve Bank of New York for each of the days for which interest is payable divided by 360. The Federal Funds rate for any day on which a published rate is not available is the same as the published rate for the next preceding day for which there is a published rate. If a receiving bank that accepted a payment order is required to refund payment to the sender of the order because the funds transfer was not completed, but the failure to complete was not due to any fault by the bank, the interest payable is reduced by a percentage equal to the reserve requirement on deposits of the receiving bank.
6 Del. C. § 5002C — Delaware Code / Title 6 / Chapter 50C / Section 5002C
§ Â
        5002C. Safe destruction of records.
Status: in_force

In the event that a commercial entity seeks permanently to dispose of records containing consumers’ personal identifying information within its custody or control, such commercial entity shall take reasonable steps to destroy or arrange for the destruction of each such record by shredding, erasing, or otherwise destroying or modifying the personal identifying information in those records to make it unreadable or indecipherable.
6 Del. C. § 3-412 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-412
§ Â
        3-412. Obligation of issuer of note or cashierâs check.
Status: in_force

The issuer of a note or cashier’s check or other draft drawn on the drawer is obliged to pay the instrument (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 issuer 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 instrument or to an indorser who paid the instrument under Section 3-415.
6 Del. C. § 1311 — Delaware Code / Title 6 / Chapter 13 / Section 1311
§ Â
        1311. Short title.
Status: in_force

This chapter may be cited as the “Uniform Fraudulent Transfer Act.”
6 Del. C. § 4912 — Delaware Code / Title 6 / Chapter 49 / Section 4912
§ Â
        4912. Written designation of succession unaffected.
Status: in_force

This chapter does not preclude the owner of a new motor vehicle dealer from designating any person as successor by written instrument filed with the manufacturer or distributor and, in the event there is a conflict between such written instrument and this section, and that written instrument has not been revoked by the owner of the new motor vehicle dealer in writing to the manufacturer or distributor, then the written instrument shall govern.
6 Del. C. § 4513 — Delaware Code / Title 6 / Chapter 45 / Section 4513
§ Â
        4513. Criminal jurisdiction.
Status: in_force

The Superior Court shall have exclusive original jurisdiction over all criminal violations of this chapter.
6 Del. C. § 5008D — Delaware Code / Title 6 / Chapter 50D / Section 5008D
§ Â
        5008D. Conservation measures.
Status: in_force

Unless there is a written loan agreement to the contrary, a museum may apply conservation measures to property on loan to the museum without the lender’s permission or formal notice:

(1) If:

a. Action is required to protect the property on loan or other property in the custody of the museum; or

b. The property on loan is a hazard to the health and safety of the public or the museum staff; and

(2) If:

a. The museum is unable to reach the lender at the lender’s last known address within 3 days before the time the museum determines action is necessary; or

b. The lender does not respond or will not agree to the protective measures the museum recommends and does not terminate the loan and retrieve the property within 3 days.
6 Del. C. § 2601 — Delaware Code / Title 6 / Chapter 26 / Section 2601
§ Â
        2601. Sale at less than cost.
Status: in_force

No wholesaler, with intent to injure a competitor or competitors, or with intent to destroy or substantially lessen competition, shall sell at wholesale cigarettes at less than the cost to the wholesaler, either directly or indirectly by any means or device whatever, including but not limited to offering or accepting or inducing or attempting to induce a rebate in price or a concession of any kind in connection with the sale or purchase of cigarettes.
6 Del. C. § 3681 — Delaware Code / Title 6 / Chapter 36 / Subchapter III / Section 3681
§ Â
        3681. Definitions [For applicability of subchapter, see 80 Del. Laws, c. 145, Ââ3].
Status: in_force

As used in this subchapter:

(1) “Builder” means any individual, trustee, partnership, corporation, or other entity contracting with an owner for the construction of a new dwelling.

(2) “Buyer” means any individual, trustee, partnership, corporation, or other entity purchasing any estate or interest in a new dwelling.

(3) “New dwelling” means a new 1- or 2-family residential dwelling, not previously occupied, and constructed for residential use.
6 Del. C. § 7-509 — Delaware Code / Title 6 / Article 7 / Part 5 / Section 7-509
§ Â
        7-509. Adequate compliance with commercial contract.
Status: in_force

Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined by Article 2, 2A, or 5.
6 Del. C. § 18-1208 — Delaware Code / Title 6 / Chapter 18 / Subchapter XII / Section 18-1208
§ Â
        18-1208. Accomplishment by other means.
Status: in_force

The provisions of this subchapter shall not be construed to limit the accomplishment by any other means permitted by law of the formation or operation of a limited liability company that is formed or operated for a public benefit (including a limited liability company that is designated as a public benefit limited liability company) that is not a statutory public benefit limited liability company.
6 Del. C. § 9-406 — Delaware Code / Title 6 / Article 9 / Part 4 / Section 9-406
§ Â
        9-406. Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective.
Status: in_force

(a) Discharge of account debtor; effect of notification. — Subject to subsections (b) through (i) and (k), an account debtor on an account, chattel paper, or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, signed by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. After receipt of the notification, the account debtor may discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor.

(b) When notification ineffective. — Subject to subsections (h) and (k), notification is ineffective under subsection (a):

(1) if it does not reasonably identify the rights assigned;

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

(3) at the option of an account debtor, if the notification notifies the account debtor to make less than the full amount of any installment or other periodic payment to the assignee, even if:

(A) only a portion of the account, chattel paper, or payment intangible has been assigned to that assignee;

(B) a portion has been assigned to another assignee; or

(C) the account debtor knows that the assignment to that assignee is limited.

(c) Proof of assignment. — Subject to subsections (h) and (k), if requested by the account debtor, an assignee shall seasonably furnish reasonable proof that the assignment has been made. Unless the assignee complies, the account debtor may discharge its obligation by paying the assignor, even if the account debtor has received a notification under subsection (a).

(d) Term restricting assignment generally ineffective. — In this subsection, “promissory note” includes a negotiable instrument that evidences chattel paper. Except as otherwise provided in subsection (e) and Sections 2A-303 and 9-407, and subject to subsection (h), a term in an agreement between an account debtor and an assignor or in a promissory note is ineffective to the extent that it:

(1) prohibits, restricts, or requires the consent of the account debtor or person obligated on the promissory note to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, the account, chattel paper, payment intangible, or promissory note; or

(2) provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account, chattel paper, payment intangible, or promissory note.

(e) Inapplicability of subsection (d) to certain sales. — Subsection (d) does not apply to the sale of a payment intangible or promissory note, other than a sale pursuant to a disposition under Section 9-610 or an acceptance of collateral under Section 9-620.

(f) Legal restrictions on assignment generally ineffective. — Except as otherwise provided in Sections 2A-303 and 9-407 and subject to subsections (h) and (i), a rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, or account debtor to the assignment or transfer of, or creation of a security interest in, an account or chattel paper is ineffective to the extent that the rule of law, statute, or regulation:

(1) prohibits, restricts, or requires the consent of the government, governmental body or official, or account debtor to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, the account or chattel paper; or

(2) provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account or chattel paper.

(g) Subsection (b)(3) not waivable. — Subject to subsections (h) and (k), an account debtor may not waive or vary its option under subsection (b)(3).

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

(i) Inapplicability. — This section does not apply to:

(1) an assignment of a health-care-insurance receivable;

(2) a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. § 104(a)(1) or (2), as amended from time to time;

(3) a claim or right to receive benefits under a special needs trust as described in 42 U.S.C. § 1396p(d)(4), as amended from time to time;

(4) an interest in a trust, including any right or power of a beneficiary (including a settlor) or owner of a trust, arising under a governing instrument (as defined in Section 3301(e) of Title 12), Title 12, or other applicable law, to the extent that Delaware law governs such interest; or

(5) an interest in a partnership or limited liability company.

Subsection (f) does not apply to an assignment or transfer of, or the creation, attachment, perfection, or enforcement of, a security interest in, a right the transfer of which is prohibited or restricted by any of the following statutes, to the extent that the statute is inconsistent with subsection (f): Section 9011 of Title 11 (prohibiting assignment of victim awards and recoveries); Section 4915 of Title 10 (restricting transferability of benefits, rights, privileges or options accruing under certain annuity contracts); Section 6863 of Title 18 (prohibiting assignment of medical negligence compensation claims); Section 2355 of Title 19 (prohibiting assignment of workers’ compensation claims or payment for compensation due or to become due); and Section 4808 of Title 29 (prohibiting assignment of lottery prizes).

(j) Section prevails over inconsistent law. — Except as otherwise provided in subsection (i), this section prevails over any inconsistent provision of an existing or future statute, rule or regulation of this State unless the provision is contained in a statute of this State, refers expressly to this section and states that the provision prevails over this section.

(k) Inapplicability of certain subsections. —

Subsections (a), (b), (c), and (g) do not apply to a controllable account or controllable payment intangible.
6 Del. C. § 4A-507 — Delaware Code / Title 6 / Article 4A / Part 5 / Section 4A-507
§ Â
        4A-507. Choice of law.
Status: in_force

(a) The following rules apply unless the affected parties otherwise agree or subsection (c) applies:

(1) The rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the receiving bank is located.

(2) The rights and obligations between the beneficiary’s bank and the beneficiary are governed by the law of the jurisdiction in which the beneficiary’s bank is located.

(3) The issue of when payment is made pursuant to a funds transfer by the originator to the beneficiary is governed by the law of the jurisdiction in which the beneficiary’s bank is located.

(b) If the parties described in each paragraph of subsection (a) have made an agreement selecting the law of a particular jurisdiction to govern rights and obligations between each other, the law of that jurisdiction governs those rights and obligations, whether or not the payment order or the funds transfer bears a reasonable relation to that jurisdiction.

(c) A funds-transfer system rule may select the law of a particular jurisdiction to govern (i) rights and obligations between participating banks with respect to payment orders transmitted or processed through the system, or (ii) the rights and obligations of some or all parties to a funds transfer any part of which is carried out by means of the system. A choice of law made pursuant to clause (i) is binding on participating banks. A choice of law made pursuant to clause (ii) is binding on the originator, other sender, or a receiving bank having notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system when the originator, other sender, or receiving bank issued or accepted a payment order. The beneficiary of a funds transfer is bound by the choice of law if, when the funds transfer is initiated, the beneficiary has notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system. The law of a jurisdiction selected pursuant to this subsection may govern, whether or not that law bears a reasonable relation to the matter in issue.

(d) In the event of inconsistency between an agreement under subsection (b) and a choice-of-law rule under subsection (c), the agreement under subsection (b) prevails.

(e) If a funds transfer is made by use of more than one funds-transfer system and there is inconsistency between choice-of-law rules of the systems, the matter in issue is governed by the law of the selected jurisdiction that has the most significant relationship to the matter in issue.
6 Del. C. § 3683 — Delaware Code / Title 6 / Chapter 36 / Subchapter III / Section 3683
§ Â
        3683. Remedies and penalties [For applicability of subchapter, see 80 Del. Laws, c. 145, Ââ3].
Status: in_force

(a) In addition to any remedies the buyer may have at law or in equity, whenever it appears to the Attorney General or Director of the Division of Consumer Protection that a person has engaged in, is engaging in or is about to engage in any act or omission in violation of this subchapter, the Attorney General or Director of the Division of Consumer Protection may institute a court proceeding or administrative proceeding in accordance with the process in subchapter II of Chapter 25 of Title 29. However, upon a finding that any person has wilfully violated this subchapter, the person shall pay for the first offense a civil penalty not less than $75 nor more than $150, and for each subsequent offense, a civil penalty not less than $100 nor more than $250. For purposes of this subchapter, a wilful violation occurs when the person committing the violation knew or should have known that the conduct was of the nature prohibited by this subchapter.

(b) The remedies and penalties provided for in this section are not exclusive and shall be in addition to any other procedures, rights or remedies which exist with respect to any other provisions of law including, but not limited to, criminal prosecutions and actions brought by private parties under common or statutory law or both. However, there shall be no liability or cause of action against a real estate licensee licensed under Chapter 29 of Title 24 or real estate brokerage arising out of or related to a builder failing to provide the information required by this subchapter or for the content of the information. Additionally, there shall be no liability or cause of action against any nonprofit builder using 0% financing to the buyer.
6 Del. C. § 4218 — Delaware Code / Title 6 / Chapter 42 / Section 4218
§ Â
        4218. Production of records.
Status: in_force

Every health spa, upon the written request of the Director, shall make available to the Director its pre-opening bank account records and all membership contracts for inspection and copying, to enable the Director reasonably to determine compliance with this chapter.
6 Del. C. § 4207 — Delaware Code / Title 6 / Chapter 42 / Section 4207
§ Â
        4207. Duration of contract.
Status: in_force

No health spa contract shall have a duration for a period longer than 36 months. However, the computation of the maximum duration permissible shall exclude any period of time (not to exceed 6 months) offered by a health spa as a bonus incentive at a price which, by comparison with comparable contracts offered by the same health spa, clearly demonstrates that the bonus incentive is not being paid for by the purchaser.
6 Del. C. § 2-723 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-723
§ Â
        2-723. Proof of market price; time and place.
Status: in_force

(1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (Section 2-708 or Section 2-713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.

(2) If evidence of a price prevailing at the times or places described in this Article is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.

(3) Evidence of a relevant price prevailing at a time or place other than the one described in this Article offered by one party is not admissible unless and until he or she has given the other party such notice as the court finds sufficient to prevent unfair surprise.
6 Del. C. § 4401 — Delaware Code / Title 6 / Chapter 44 / Section 4401
§ Â
        4401. Declaration of purpose.
Status: in_force

This chapter shall be interpreted and administered so as to give greatest effect to the public policy of this State, which declares that it is a basic right of every Delaware citizen to be free of, and protected from, high-pressure door-to-door sales tactics and the resultant inequities to the consumer found in certain ambiguous or misleading contracts, poor quality merchandise and the quick discounting of evidences of indebtedness.
6 Del. C. § 3-602 — Delaware Code / Title 6 / Article 3 / Part 6 / Section 3-602
§ Â
        3-602. Payment.
Status: in_force

(a) Subject to subsection (b), an instrument is paid to the extent payment is made (i) by or on behalf of a party obliged to pay the instrument, and (ii) to a person entitled to enforce the instrument. To the extent of the payment, the obligation of the party obliged to pay the instrument is discharged even though payment is made with knowledge of a claim to the instrument under Section 3-306 by another person.

(b) The obligation of a party to pay the instrument is not discharged under subsection (a) if:

(1) A claim to the instrument under Section 3-306 is enforceable against the party receiving payment and (i) payment is made with knowledge by the payor that payment is prohibited by injunction or similar process of a court of competent jurisdiction, or (ii) in the case of an instrument other than a cashier’s check, teller’s check, or certified check, the party making payment accepted, from the person having a claim to the instrument, indemnity against loss resulting from refusal to pay the person entitled to enforce the instrument; or

(2) The person making payment knows that the instrument is a stolen instrument and pays a person it knows is in wrongful possession of the instrument.
6 Del. C. § 1209 — Delaware Code / Title 6 / Chapter 12 / Section 1209
§ Â
        1209. False claims and reporting procedure.
Status: in_force

(a) A civil action under this chapter may not be brought:

(1) More than 6 years after the date on which the violation is committed; or

(2) More than 3 years after the date when facts material to the right of action are known or reasonably should have been known by the official of the Government charged with responsibility to act in the circumstances,

but in no event more than 10 years after the date on which the violation is committed, whichever occurs last.

(b) In any action brought under this chapter, the Department of Justice or the private party shall be required to prove all essential elements of the cause of action, including damages, by a preponderance of the evidence.

(c) Notwithstanding any other provision of law, the Delaware Rules of Criminal Procedure, or the Delaware Rules of Civil Procedure, a final judgment rendered in favor of the Government in any criminal proceeding charging fraud or false statements, whether upon a verdict after trial or upon a plea of guilty, shall estop the defendant from denying the essential elements of the offense in any action which involves the same transaction as in the criminal proceeding and which is brought under this chapter.

(d) Upon motion of the Department of Justice, the court shall have the power to grant other equitable relief, including temporary injunctive relief, as is necessary to prevent the transfer, concealment or dissipation of the illegal proceeds, or to protect the public.

(e) For statute of limitations purposes, any Government pleading shall relate back to the filing date of the complaint of the person who originally brought the action, to the extent that the claim of the Government arises out of the conduct, transactions, or occurrences set forth, or attempted to be set forth, in the prior complaint of that person.
6 Del. C. § 17-506 — Delaware Code / Title 6 / Chapter 17 / Subchapter V / Section 17-506
§ Â
        17-506. Irrevocability of subscription.
Status: in_force

For all purposes of the laws of the State of Delaware, a subscription for a partnership interest, whether submitted in writing, by means of electronic transmission, or as otherwise permitted by applicable law, is irrevocable if the subscription states that it is irrevocable to the extent provided by the terms of the subscription.
6 Del. C. § 3651 — Delaware Code / Title 6 / Chapter 36 / Subchapter II / Section 3651
§ Â
        3651. Definitions.
Status: in_force

As used in this subchapter:

(1) “Construction” includes construction, erection, building, alteration, repair, reconstruction and destruction of improvements to real property.

(2) “Improvement” includes buildings, roads, streets, entrances and walkways of any type constructed thereon, and other structures affixed to and on land, as well as any changes to the land itself.

(3) “Residential real property” means any estate in real property improved by a dwelling for use as a residence.
6 Del. C. § 1906 — Delaware Code / Title 6 / Chapter 19 / Section 1906
§ Â
        1906. Liability in tort and contract.
Status: in_force

(a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort.

(b) A person is not liable for a breach of a nonprofit association’s contract merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered to be a member by the nonprofit association.

(c) A person is not liable for a tortious act or omission for which a nonprofit association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.

(d) A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.

(e) A member of, or a person considered to be a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered to be a member by the nonprofit association.
6 Del. C. § 4202 — Delaware Code / Title 6 / Chapter 42 / Section 4202
§ Â
        4202. Definitions.
Status: in_force

As used in this chapter:

(1) “Business day” means any day except a Sunday or legal holiday.

(2) “Buyer” means a natural person who enters into a health spa contract.

(3) “Contract price” means the sum of the initiation fee, if any, and all fees except interest required by the health spa contract.

(4) “Director” means the Director of the Division of Consumer Protection, or a member of the Director’s staff to whom the Director may delegate duties under this chapter.

(5) “Health spa” includes any person, firm, corporation, organization, club or association engaged in the sale of memberships in a program of physical exercise, physical fitness, weight control or figure reduction, which offers the use of 1 or more of the following: a whirlpool, weight lifting room, steam room, exercising room or exercising or weight loss device. The term “health spa” shall not include the following:

a. Bona fide nonprofit organizations, including, but not limited to, the Young Men’s Christian Association, Young Women’s Christian Association or similar organizations whose functions as health spas are only incidental to their overall functions and purposes;

b. Any private club owned and operated by its members;

c. Any organization primarily operated for the purpose of teaching a particular form of self-defense such as judo or karate;

d. Any facility owned or operated by the United States;

e. Any facility owned or operated by the State or any of its political subdivisions; and

f. Any nonprofit public or private school, college or university.

(6) “Health spa contract” means a written agreement whereby the buyer of health spa services purchases or becomes obligated to purchase health spa services to be rendered over a period longer than 3 months, and the seller of health spa services receives payment to cover a period more than 3 months.

(7) “Health spa services” means and includes services, privileges or rights offered for sale or provided by a health spa.

(8) “Initiation fee” means a nonrecurring fee charged at or near the beginning of a health spa membership, and includes all fees or charges not a part of the monthly fee.

(9) “Pre-opening contract” means a health spa contract for services or the use of facilities made prior to the day on which the service or facilities of the health spa are fully open and available for regular use by the members.
6 Del. C. § 7612 — Delaware Code / Title 6 / Chapter 76 / Section 7612
§ Â
        7612. Receipts; acknowledgement of payment in full for ownership.
Status: in_force

(a) If a lessee so requests, the lessor must give or forward to the lessee a receipt for any payment made in cash. The lessor must also furnish, upon the lessee’s request, an accounting of all charges, payments and their dates in connection with a lease-purchase agreement. A charge of $5.00 may be imposed upon the lessee by the lessor for the second and each subsequent accounting request by the lessee in a 12-month period.

(b) After all lease payments necessary to acquire ownership have been made by a lessee or the lessee has exercised an early purchase option pursuant to § 7603(a)(8) of this title, and upon demand by the lessee, the lessor shall deliver, or mail to the lessee’s last known address, such 1 or more good and sufficient instruments as shall be necessary to acknowledge the lessee’s full ownership in the property to which the lessee acquired ownership pursuant to the lease-purchase agreement.
6 Del. C. § 2A-526 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-526
§ Â
        2A-526. Lessorâs stoppage of delivery in transit or otherwise.
Status: in_force

(1) A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to be insolvent and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight if the lessee repudiates or fails to make a payment due before delivery, whether for rent, security, or otherwise under the lease contract, or for any other reason the lessor has a right to withhold or take possession of the goods.

(2) In pursuing its remedies under subsection (1), the lessor may stop delivery until:

(a) Receipt of the goods by the lessee;

(b) Acknowledgment to the lessee by any bailee of the goods, except a carrier, that the bailee holds the goods for the lessee; or

(c) Such an acknowledgment to the lessee by a carrier via reshipment or as a warehouse.

(3) (a) To stop delivery, a lessor shall so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.

(b) After notification, the bailee shall hold and deliver the goods according to the directions of the lessor, but the lessor is liable to the bailee for any ensuring charges or damages.

(c) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.
6 Del. C. § 10-101 — Delaware Code / Title 6 / Article 10 / Section 10-101
§ Â
        10-101. Effective date.
Status: in_force

This subtitle applies to transactions entered into and events occurring after June 30, 1967.
6 Del. C. § 2510E — Delaware Code / Title 6 / Chapter 25E / Section 2510E
§ Â
        2510E. Enforcement.
Status: in_force

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

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

(c) For the purpose of this chapter, a “wilful violation” occurs when the party committing the violation knew that the party’s conduct was of the nature prohibited by this chapter.
6 Del. C. § 2523 — Delaware Code / Title 6 / Chapter 25 / Subchapter II / Section 2523
§ Â
        2523. Restraining orders; injunctions.
Status: in_force

In actions filed under this subchapter, the Court of Chancery after a hearing may grant relief by issuing temporary restraining orders, preliminary or permanent injunctions, and such other relief as may be necessary to prevent any person from engaging in activities declared by this subchapter to be unlawful or which may be necessary to restore to any person in interest any money or property, real or personal, which may have been acquired by means of any practice declared to be unlawful by this subchapter. Unless otherwise specified in this subchapter, the procedure for all such proceedings shall be as provided in the Rules of Procedure of the Court of Chancery or as established by the usual practice and procedure in said Court.
6 Del. C. § 4306 — Delaware Code / Title 6 / Chapter 43 / Subchapter II / Section 4306
§ Â
        4306. Blank spaces to be filled in before signing by buyer.
Status: in_force

The seller shall not obtain the signature of the buyer to a contract when it contains blank spaces to be filled in after it has been signed.
6 Del. C. § 4903A — Delaware Code / Title 6 / Chapter 49A / Section 4903A
§ Â
        4903A. Unlawful practices.
Status: in_force

(a) Deception, fraud, false pretense, false promise, misrepresentation or the concealment, suppression or omission of any material fact with the intent that others rely upon such concealment, suppression or omission of any material fact in connection with auto repair work by any automotive repair facility, whether or not any person has in fact been misled, deceived or damaged thereby, or the act, use or employment by any auto repair facility of a deceptive trade practice in connection with auto repair work shall constitute an unlawful practice.

(b) Acts or practices by an automotive repair facility prohibited by subsection (a) of this section shall include but are not limited to:

(1) Refusing to return a customer’s motor vehicle because the customer refused to pay for unauthorized auto repair work in violation of § 4907A of this title;

(2) Misrepresenting that auto repair work has been made to a motor vehicle;

(3) Misrepresenting that auto repair work is necessary to a motor vehicle repair;

(4) Misrepresenting that the motor vehicle is in a dangerous condition or that the customer’s continued use of the vehicle may be harmful or cause significant damage to the vehicle;

(5) Misrepresenting that the motor vehicle will or will not pass state inspection requirements or is not otherwise in compliance with state or federal requirements in connection with soliciting auto repair work;

(6) Performing unauthorized auto repair work in connection with a misrepresentation;

(7) Installing or reinstalling in a motor vehicle any object in lieu of an operative air bag including a counterfeit supplemental restraint system component or a nonfunctional airbag;

(8) Selling, installing or reinstalling any device that causes the vehicle’s diagnostic systems to fail to warn when the vehicle is equipped with a counterfeit supplemental restraint system component, nonfunctional airbag, or when no airbag is installed.

(9) Fraudulently altering any customer contract, estimate, invoice or other document;

(10) Fraudulently misusing a customer’s credit card; or

(11) Engaging in a pattern of violations of § 4904A, § 4905A, § 4906A or § 4907A of this title or violating § 4904A, § 4905A, § 4906A or § 4907A of this title with the intent to hinder the discovery of practices or acts prohibited by this section.

(c) A person shall not knowingly manufacture, import, distribute, sell, or offer for sale any device intended to replace a supplemental restraint system component in any motor vehicle if the device is a counterfeit supplemental restraint system component, a nonfunctional airbag, or a device that causes a vehicle to fail to meet federal motor vehicle safety standards as provided in 49 CFR 571.208.
6 Del. C. § 5005B — Delaware Code / Title 6 / Chapter 50B / Section 5005B
§ Â
        5005B. Nonconformity disclosure requirement.
Status: in_force

No assistive technology device returned by a consumer or assistive technology device lessor in this State or another state may be sold or leased in this State unless full disclosure of the reason for return is made to a prospective buyer or lessee.
6 Del. C. § 2414 — Delaware Code / Title 6 / Chapter 24 / Section 2414
§ Â
        2414. Remedies cumulative.
Status: in_force

The remedies provided by this chapter are in addition to any other remedies provided by law.
6 Del. C. § 2904 — Delaware Code / Title 6 / Chapter 29 / Section 2904
§ Â
        2904. Brand name of product on equipment.
Status: in_force

All above-ground equipment for storing or dispensing motor fuel operated by a retail dealer shall bear in a conspicuous place the brand name or trademark of the manufacturer or distributor of the product stored therein or sold or dispensed therefrom or shall have conspicuously displayed thereon the words “No Brand.”
6 Del. C. § 2701 — Delaware Code / Title 6 / Chapter 27 / Subchapter I / Section 2701
§ Â
        2701. Joint and several contracts.
Status: in_force

An obligation or written contract of several persons shall be joint and several, unless otherwise expressed.
6 Del. C. § 1-309 — Delaware Code / Title 6 / Article 1 / Part 3 / Section 1-309
§ Â
        1-309. Option to accelerate at will.
Status: in_force

A term providing that one party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself insecure,” or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.
6 Del. C. § 2-725 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-725
§ Â
        2-725. Statute of limitations in contracts for sale.
Status: in_force

(1) An action for breach of any contract for sale must be commenced within 4 years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitations to not less than one year but may not extend it.

(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.

(3) Where an action commenced within the time limited by subsection (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within 6 months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.

(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this subtitle becomes effective.
6 Del. C. § 4-216 — Delaware Code / Title 6 / Article 4 / Part 2 / Section 4-216
§ Â
        4-216. Insolvency and preference.
Status: in_force

(a) If an item is in or comes into the possession of a payor or collecting bank that suspends payment and the item has not been finally paid, the item must be returned by the receiver, trustee, or agent in charge of the closed bank to the presenting bank or the closed bank’s customer.

(b) If a payor bank finally pays an item and suspends payments without making a settlement for the item with its customer or the presenting bank which settlement is or becomes final, the owner of the item has a preferred claim against the payor bank.

(c) If a payor bank gives or a collecting bank gives or receives a provisional settlement for an item and thereafter suspends payments, the suspension does not prevent or interfere with the settlement’s becoming final if the finality occurs automatically upon the lapse of certain time or the happening of certain events.

(d) If a collecting bank receives from subsequent parties settlement for an item, which settlement is or becomes final and the bank suspends payments without making a settlement for the item with its customer which settlement is or becomes final, the owner of the item has a preferred claim against the collecting bank.
6 Del. C. § 73-601 — Delaware Code / Title 6 / Chapter 73 / Subchapter VI / Section 73-601
§ Â
        73-601. Administrative remedies.
Status: in_force

(a) In any administrative proceeding before the Director, the Director may issue orders providing for the following remedies: cease and desist; fine; assessment of costs; restitution to investors; conditional or probationary registration; suspension or bar from registration; censure or reprimand; special reporting requirements; freezing of accounts in which it is believed that fraud has occurred, may be occurring, or is likely to occur; or other remedies which the Director determines to be in the public interest.

(b) In addition to the remedies set forth in subsection (a) of this section, the Director may order the payment of fines and other monetary sanctions for any violation of any provision of this chapter or any rule or order hereunder in an amount not to exceed $10,000 for each and every violation, plus the costs of investigation and prosecution. Each independent violation of this chapter counts as a separate instance for purposes of calculating penalties.

(c) Whenever it appears that a person has violated or is about to violate this chapter or any rule or order hereunder by failing to register or engaging in fraud or other prohibited conduct, the Director may summarily issue a cease and desist order against that person.

(1) Any person who is the subject of a cease and desist order shall be given notice of it as soon as practicable and may request a hearing before the Director on an application to set aside, limit, modify or suspend the order by filing:

a. A written request for a hearing; and

b. A written answer addressing the factual and legal findings of the order.

The opportunity to be heard is waived if the subject of the order fails to timely file a written answer and a written request for a hearing, in which case the order will remain in effect until it is modified or vacated by the Director. To the extent a hearing is properly requested and an answer properly filed, a hearing shall be noticed within 15 days from the date the request is received.

(2) If any person who is the subject of a cease and desist order, or any agent or employee of such person, subsequent to the issuance of the order engages in the prohibited conduct, the Director may certify the facts and apply for a contempt order to any Judge of the Superior Court, who shall upon such application hear the evidence as to the acts complained of. If the evidence warrants, the Judge shall punish such person in the same manner and to the same extent as for a contempt committed before the Superior Court, or shall commit such person upon the same conditions as if the doing of the forbidden act had occurred with reference to the process of, or in the presence of, the Superior Court.
6 Del. C. § 7601 — Delaware Code / Title 6 / Chapter 76 / Section 7601
§ Â
        7601. Definitions.
Status: in_force

Unless the context or subject matter otherwise clearly requires, the following definitions shall govern construction of this chapter:

(1) “Advertisement” means a commercial message in any medium that aids, promotes or assists, directly or indirectly, a lease-purchase agreement.

(2) “Cash price” means that price at which the lessor would have sold the property to the lessee for cash on the date of the lease-purchase agreement if the transaction were a sale instead of a lease-purchase agreement.

(3) “Consummation” means the time a lessee becomes contractually obligated on a lease-purchase agreement.

(4) “Lease-purchase agreement” means an agreement for the use of personal property by a natural person primarily for personal, family or household purposes, for an initial period of 4 months or less that is automatically renewable with each payment after the initial period, but does not obligate or require the lessee to continue leasing or using the property beyond the initial period, and that permits the lessee to become the owner of the property.

(5) “Lease-purchase property” means personal property that is owned by the lessor at the time it is physically displayed and offered for lease-purchase to the consumer, and prior to execution of any lease-purchase agreement.

(6) “Lessee” means a natural person who rents personal property under a lease-purchase agreement to be used primarily for personal, family or household purposes.

(7) “Lessor” means a person who regularly provides the use of property through lease-purchase agreements and to whom lease payments are initially payable on the face of the lease-purchase agreement.
6 Del. C. § 5507 — Delaware Code / Title 6 / Chapter 55 / Section 5507
§ Â
        5507. Reliance on description.
Status: in_force

(a) For purposes of describing the location of any survey station or land boundary corner in the State, it shall be considered a complete, legal and satisfactory description of such location to give the position of said survey station or land boundary corner on the system of plane coordinates defined in this chapter.

(b) Nothing contained in this chapter shall require a purchaser or mortgagee of real property to rely wholly on a land description, any part of which depends exclusively upon either Delaware Coordinate System.

(c) Nothing contained in this chapter shall require the exclusive use of the metric system as a descriptive element of official maps.
6 Del. C. § 4A-401 — Delaware Code / Title 6 / Article 4A / Part 4 / Section 4A-401
§ Â
        4A-401. Payment date.
Status: in_force

“Payment date” of a payment order means the day on which the amount of the order is payable to the beneficiary by the beneficiary’s bank. The payment date may be determined by instruction of the sender but cannot be earlier than the day the order is received by the beneficiary’s bank and, unless otherwise determined, is the day the order is received by the beneficiary’s bank.
6 Del. C. § 12A-106 — Delaware Code / Title 6 / Chapter 12A / Section 12A-106
§ Â
        12A-106. Construction and application.
Status: in_force

This chapter must be construed and applied:

(1) To facilitate electronic transactions consistent with other applicable law;

(2) To be consistent with reasonable practices concerning electronic transactions and with the continued expansion of those practices; and

(3) To effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
6 Del. C. § 2-313 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-313
§ Â
        2-313. Express warranties by affirmation, promise, description, sample.
Status: in_force

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

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

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

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

(2) It is not necessary to the creation of an express warranty that the seller use formal words such as “warrant” or “guarantee” or that he or she have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller’s opinion or commendation of the goods does not create a warranty.
6 Del. C. § 9-337 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-337
§ Â
        9-337. Priority of security interests in goods covered by certificate of title.
Status: in_force

If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this State issues a certificate of title that does not show that the goods are subject to the security interest or contain a statement that they may be subject to security interests not shown on the certificate:

(1) a buyer of the goods, other than a person in the business of selling goods of that kind, takes free of the security interest if the buyer gives value and receives delivery of the goods after issuance of the certificate and without knowledge of the security interest; and

(2) the security interest is subordinate to a conflicting security interest in the goods that attaches, and is perfected under Section 9-311(b), after issuance of the certificate and without the conflicting secured party’s knowledge of the security interest.
6 Del. C. § 9-510 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-510
§ Â
        9-510. Effectiveness of filed record.
Status: in_force

(a) Filed record effective if authorized. — A filed record is effective only to the extent that it was filed by a person that may file it under Section 9-509.

(b) Authorization by one secured party of record. — A record authorized by one secured party of record does not affect the financing statement with respect to another secured party of record.

(c) Continuation statement not timely filed. — A continuation statement that is not filed within the six-month period prescribed by Section 9-515(d) is ineffective.
6 Del. C. § 9-205 — Delaware Code / Title 6 / Article 9 / Part 2 / Section 9-205
§ Â
        9-205. Use or disposition of collateral permissible.
Status: in_force

(a) When security interest not invalid or fraudulent. — A security interest is not invalid or fraudulent against creditors solely because:

(1) the debtor has the right or ability to:

(A) use, commingle, or dispose of all or part of the collateral, including returned or repossessed goods;

(B) collect, compromise, enforce, or otherwise deal with collateral;

(C) accept the return of collateral or make repossessions; or

(D) use, commingle, or dispose of proceeds; or

(2) the secured party fails to require the debtor to account for proceeds or replace collateral.

(b) Requirements of possession not relaxed. — This section does not relax the requirements of possession if attachment, perfection, or enforcement of a security interest depends upon possession of the collateral by the secured party.
6 Del. C. § 2907 — Delaware Code / Title 6 / Chapter 29 / Section 2907
§ Â
        2907. Equipment purchased by retail dealer.
Status: repealed

Repealed by 77 Del. Laws, c. 394, § 6, effective July 15, 2010.
6 Del. C. § 2502M — Delaware Code / Title 6 / Chapter 25M / Section 2502M
§ Â
        2502M. Requirements for a limited services medical facility; notice.
Status: in_force

(a) A limited services medical facility shall disseminate to a client onsite, and in print or digital advertising materials including Internet websites, the following notice:

“This facility is not licensed as a medical facility by the State of Delaware and has no licensed medical provider who provides or directly supervises the provision of services.”

(b) A limited services medical facility shall provide the onsite notice under this section in each of the following languages:

(1) English.

(2) Spanish.

(3) Each language for which more than 10% of the overall population of this State speaks at home, as measured by the U.S. Census. Where advertising materials are in a language other than English, the notice must be provided in that language.

(4) Each language for which the limited services medical facility provides advertising materials.

(c) An onsite notice under this section must be a sign at least 11 inches by 17 inches and written in no less than 80-point type. The notice must be posted conspicuously at the entrance of the facility and in at least 1 additional area where clients wait to receive services.
6 Del. C. § 18-301 — Delaware Code / Title 6 / Chapter 18 / Subchapter III / Section 18-301
§ Â
        18-301. Admission of members.
Status: in_force

(a) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later to occur of:

(1) The formation of the limited liability company; or

(2) The time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, when the person’s admission is reflected in the records of the limited liability company or as otherwise provided in the limited liability company agreement.

(b) After the formation of a limited liability company, a person is admitted as a member of the limited liability company:

(1) In the case of a person who is not an assignee of a limited liability company interest, including a person acquiring a limited liability company interest directly from the limited liability company and a person to be admitted as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company at the time provided in and upon compliance with the limited liability company agreement or, if the limited liability company agreement does not so provide, upon the consent of all members or as otherwise provided in the limited liability company agreement;

(2) In the case of an assignee of a limited liability company interest, as provided in § 18-704(a) of this title;

(3) In the case of a person being admitted as a member of a surviving or resulting limited liability company pursuant to a merger or consolidation approved in accordance with § 18-209(b) of this title, as provided in the limited liability company agreement of the surviving or resulting limited liability company or in the agreement of merger or consolidation or plan of merger, and in the event of any inconsistency, the terms of the agreement of merger or consolidation or plan of merger shall control; and in the case of a person being admitted as a member of a limited liability company pursuant to a merger or consolidation in which such limited liability company is not the surviving or resulting limited liability company in the merger or consolidation, as provided in the limited liability company agreement of such limited liability company; or

(4) In the case of a person being admitted as a member of a division company pursuant to a division approved in accordance with § 18-217(c) of this title, as provided in the limited liability company agreement of such division company or in the plan of division, and in the event of any inconsistency, the terms of the plan of division shall control; and in the case of a person being admitted as a member of a limited liability company pursuant to a division in which such limited liability company is not a division company in the division, as provided in the limited liability company agreement of such limited liability company.

(c) In connection with the domestication of a non-United States entity (as defined in § 18-212 of this title) as a limited liability company in the State of Delaware in accordance with § 18-212 of this title or the conversion of an other entity (as defined in § 18-214 of this title) to a domestic limited liability company in accordance with § 18-214 of this title, a person is admitted as a member of the limited liability company as provided in the limited liability company agreement.

(d) A person may be admitted to a limited liability company as a member of the limited liability company and may receive a limited liability company interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company. Unless otherwise provided in a limited liability company agreement, a person may be admitted to a limited liability company as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company. Unless otherwise provided in a limited liability company agreement, a person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring a limited liability company interest in the limited liability company.

(e) Unless otherwise provided in a limited liability company agreement or another agreement, a member shall have no preemptive right to subscribe to any additional issue of limited liability company interests or another interest in a limited liability company.
6 Del. C. § 5-106 — Delaware Code / Title 6 / Article 5 / Section 5-106
§ Â
        5-106. Issuance, amendment, cancellation, and duration.
Status: in_force

(a) A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides.

(b) After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer, and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent.

(c) If there is no stated expiration date or other provision that determines its duration, a letter of credit expires one year after its stated date of issuance or, if none is stated, after the date on which it is issued.

(d) A letter of credit that states that it is perpetual expires five years after its stated date of issuance, or if none is stated, after the date on which it is issued.
6 Del. C. § 17-504 — Delaware Code / Title 6 / Chapter 17 / Subchapter V / Section 17-504
§ Â
        17-504. Allocation of distributions.
Status: in_force

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited partnership) of the contributions made by each partner to the extent they have been received by the limited partnership and have not been returned.
6 Del. C. § 2711 — Delaware Code / Title 6 / Chapter 27 / Subchapter II / Section 2711
§ Â
        2711. Sale of goods; possession; rights of vendorâs creditors.
Status: in_force

(a) No sale, whether with or without bill of sale, of any goods or chattels, within this State, shall be good in law (except as against the vendor), or shall change or alter the property in such goods or chattels, unless a valuable consideration for the same is paid, or in good faith secured to be paid, and unless the goods and chattels sold are actually delivered into the possession of the vendee, as soon as it is convenient after the making of such sale.

(b) If the goods and chattels, so sold, afterwards come into and continue in the possession of the vendor, that vendor shall be liable to the demands of all creditors.
6 Del. C. § 2A-212 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-212
§ Â
        2A-212. Implied warranty of merchantability.
Status: in_force

(1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.

(2) Goods to be merchantable must be at least such as

(a) pass without objection in the trade under the description in the lease agreement;

(b) in the case of fungible goods, are of fair average quality within the description;

(c) are fit for the ordinary purposes for which goods of that type are used;

(d) run, within the variation permitted by the lease agreement, of even kind, quality, and quantity within each unit and among all units involved;

(e) are adequately contained, packaged, and labeled as the lease agreement may require; and

(f) conform to any promises or affirmations of fact made on the container or label.

(3) Other implied warranties may arise from course of dealing or usage of trade.
6 Del. C. § 1-306 — Delaware Code / Title 6 / Article 1 / Part 3 / Section 1-306
§ Â
        1-306. Waiver or renunciation of claim or right after breach.
Status: in_force

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record.
6 Del. C. § 15-104 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-104
§ Â
        15-104. Supplemental principles of law.
Status: in_force

(a) In any case not provided for in this chapter, the rules of law and equity, including the law merchant, shall govern.

(b) No obligation of a partner to a partnership, or to a partner of a partnership, arising under a partnership agreement or a separate agreement or writing, and no note, instruction or other writing evidencing any such obligation of a partner, shall be subject to the defense of usury, and no partner shall interpose the defense of usury with respect to any such obligation in any action. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in § 2301 of this title.

(c) Sections 9-406 and 9-408 of this title do not apply to any interest in a domestic partnership, including all rights, powers and interests arising under a partnership agreement or this chapter. This provision prevails over §§ 9-406 and 9-408 of this title.
6 Del. C. § 4211 — Delaware Code / Title 6 / Chapter 42 / Section 4211
§ Â
        4211. Fraud rendering contract void.
Status: in_force

Any health spa contract entered into by the buyer upon any false or misleading information, representation, notice or advertisement of the health spa or the health spa’s agents shall be void and unenforceable.
6 Del. C. § 3-402 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-402
§ Â
        3-402. Signature by representative.
Status: in_force

(a) If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person or the name of the signer, the represented person is bound by the signature to the same extent the represented person would be bound if the signature were on a simple contract. If the represented person is bound, the signature of the representative is the “authorized signature of the represented person” and the represented person is liable on the instrument, whether or not identified in the instrument.

(b) If a representative signs the name of the representative to an instrument and the signature is an authorized signature of the represented person, the following rules apply:

(1) If the form of the signature shows unambiguously that the signature is made on behalf of the represented person who is identified in the instrument, the representative is not liable on the instrument.

(2) Subject to subsection (c), if (i) the form of the signature does not show unambiguously that the signature is made in a representative capacity or (ii) the represented person is not identified in the instrument, the representative is liable on the instrument to a holder in due course that took the instrument without notice that the representative was not intended to be liable on the instrument. With respect to any other person, the representative is liable on the instrument unless the representative proves that the original parties did not intend the representative to be liable on the instrument.

(c) If a representative signs the name of the representative as drawer of a check without indication of the representative status and the check is payable from an account of the represented person who is identified on the check, the signer is not liable on the check if the signature is an authorized signature of the represented person.
6 Del. C. § 7-309 — Delaware Code / Title 6 / Article 7 / Part 3 / Section 7-309
§ Â
        7-309. Duty of care; contractual limitation of carrierâs liability.
Status: in_force

(a) A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which a reasonably careful person would exercise under similar circumstances. This subsection does not affect any statute, regulation, or rule of law that imposes liability upon a common carrier for damages not caused by its negligence.

(b) Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier’s liability may not exceed a value stated in the bill or transportation agreement if the carrier’s rates are dependent upon value and the consignor is afforded an opportunity to declare a higher value and the consignor is advised of the opportunity. However, such a limitation is not effective with respect to the carrier’s liability for conversion to its own use.

(c) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement.
6 Del. C. § 4009 — Delaware Code / Title 6 / Chapter 40 / Section 4009
§ Â
        4009. Notice.
Status: in_force

(a) Every seller shall post in a conspicuous location a notice stating that purchasers of animals have specific rights under law and that a written statement of such rights is available upon request. Such notice shall be in 100-point type and shall read as follows:

“Purchasers of dogs from this seller are entitled to specific rights under the law. Purchasers must be provided a written copy of such rights at the time of sale. Prospective purchasers may receive a copy of such rights from the seller upon request.”

(b) Every seller shall, at the time of sale or upon the request of a prospective purchaser, provide a written notice of rights under this chapter. Such notice shall be signed by the purchaser and seller at the time of sale acknowledging receipt.

(c) Every seller of an animal sold with the representation that the animal is registered or registrable with a registry shall, in addition to the above notices, provide purchaser a written notice, signed by purchaser and seller at time of sale, which shall read as follows:

“A pedigree or a registration does not assure proper breeding condition, health, quality or claims to lineage.”
6 Del. C. § 2-322 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-322
§ Â
        2-322. Delivery âex-ship.â
Status: in_force

(1) Unless otherwise agreed a term for delivery of goods “ex-ship” (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged.

(2) Under such a term unless otherwise agreed

(a) the seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and

(b) the risk of loss does not pass to the buyer until the goods leave the ship’s tackle or are otherwise properly unloaded.
6 Del. C. § 2598 — Delaware Code / Title 6 / Chapter 25 / Subchapter XI / Section 2598
§ Â
        2598. Violation of order or injunction; penalty.
Status: repealed

Repealed by 77 Del. Laws, c. 282, § 4, effective June 10, 2010.
6 Del. C. § 2-210 — Delaware Code / Title 6 / Article 2 / Part 2 / Section 2-210
§ Â
        2-210. Delegation of performance; assignment of rights.
Status: in_force

(1) A party may perform his or her duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.

(2) Except as otherwise provided in Section 9-406, unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him or her by his or her contract, or impair materially his or her chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor’s due performance of his or her entire obligation can be assigned despite agreement otherwise.

(3) The creation, attachment, perfection, or enforcement of a security interest in the seller’s interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer’s chance of obtaining return performance within the purview of subsection (2) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but (i) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer, and (ii) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.

(4) Unless the circumstances indicate the contrary a prohibition of assignment of “the contract” is to be construed as barring only the delegation to the assignee of the assignor’s performance.

(5) An assignment of “the contract” or of “all my rights under the contract” or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him or her to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.

(6) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his or her rights against the assignor demand assurances from the assignee (Section 2-609).
6 Del. C. § 3301 — Delaware Code / Title 6 / Chapter 33 / Section 3301
§ Â
        3301. Short title.
Status: in_force

This chapter may be known and cited as the “Delaware Trademark Act.”
6 Del. C. § 2002 — Delaware Code / Title 6 / Chapter 20 / Section 2002
§ Â
        2002. Injunctive relief.
Status: in_force

(a) Actual or threatened misappropriation may be enjoined. Upon application to the court, an injunction shall be terminated when the trade secret has ceased to exist, but the injunction may be continued for an additional reasonable period of time in order to eliminate commercial advantage that otherwise would be derived from the misappropriation.

(b) In exceptional circumstances, an injunction may condition future use upon payment of a reasonable royalty for no longer than the period of time for which use could have been prohibited. Exceptional circumstances include, but are not limited to, a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation that renders a prohibitive injunction inequitable.

(c) In appropriate circumstances, affirmative acts to protect a trade secret may be compelled by court order.
6 Del. C. § 7-103 — Delaware Code / Title 6 / Article 7 / Part 1 / Section 7-103
§ Â
        7-103. Relation of article to treaty or statute.
Status: in_force

(a) This article is subject to any treaty or statute of the United States or regulatory statute of this state to the extent the treaty, statute, or regulatory statute is applicable.

(b) This article does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee’s business in respects not specifically treated in this article. However, violation of such a law does not affect the status of a document of title that otherwise is within the definition of a document of title.

(c) This act (as defined by § 7-701) modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001, et. seq.) but does not modify, limit, or supersede § 101(c) of that act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in § 103(b) of that act (15 U.S.C. § 7003(b)).

(d) To the extent there is a conflict between the Uniform Electronic Transactions Act [Chapter 12A of this title] and this article, this article governs.
6 Del. C. § 17-215 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-215
§ Â
        17-215. Domestication of non-United States entities.
Status: in_force

(a) As used in this section and in § 17-204 of this title, “non-United States entity” means a foreign limited partnership (other than 1 formed under the laws of a state) (including a foreign limited liability limited partnership (other than 1 formed under the laws of a state)), a corporation, a statutory trust, a business trust, an association, a real estate investment trust, a common-law trust, or any other incorporated or unincorporated business or entity, including a general partnership (including a limited liability partnership) or a limited liability company, formed, incorporated, created or that otherwise came into being under the laws of any foreign country or other foreign jurisdiction (other than any state).

(b) Any non-United States entity may become domesticated as a limited partnership in the State of Delaware by complying with subsection (g) of this section and filing in the office of the Secretary of State in accordance with § 17-206 of this title:

(1) A certificate of limited partnership domestication that has been executed in accordance with § 17-204 of this title; and

(2) A certificate of limited partnership that complies with § 17-201 of this title and has been executed in accordance with § 17-204 of this title.

Each of the certificates required by this subsection (b) shall be filed simultaneously in the office of the Secretary of State and, if such certificates are not to become effective upon their filing as permitted by § 17-206(b) of this title, then each such certificate shall provide for the same effective date or time in accordance with § 17-206(b) of this title.

(c) The certificate of limited partnership domestication shall state:

(1) The date on which and jurisdiction where the non-United States entity was first formed, incorporated, created or otherwise came into being;

(2) The name of the non-United States entity immediately prior to the filing of the certificate of limited partnership domestication;

(3) The name of the limited partnership as set forth in the certificate of limited partnership filed in accordance with subsection (b) of this section;

(4) The future effective date or time (which shall be a date or time certain) of the domestication as a limited partnership if it is not to be effective upon the filing of the certificate of limited partnership domestication and the certificate of limited partnership;

(5) The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the non-United States entity, or any other equivalent thereto under applicable law, immediately prior to the filing of the certificate of limited partnership domestication; and

(6) That the domestication has been approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate.

(d) Upon the filing in the office of the Secretary of State of the certificate of limited partnership domestication and the certificate of limited partnership or upon the future effective date or time of the certificate of limited partnership domestication and the certificate of limited partnership, the non-United States entity shall be domesticated as a limited partnership in the State of Delaware and the limited partnership shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding § 17-201 of this title, the existence of the limited partnership shall be deemed to have commenced on the date the non-United States entity commenced its existence in the jurisdiction in which the non-United States entity was first formed, incorporated, created or otherwise came into being.

(e) The domestication of any non-United States entity as a limited partnership in the State of Delaware shall not be deemed to affect any obligations or liabilities of the non-United States entity incurred prior to its domestication as a limited partnership in the State of Delaware, or the personal liability of any person therefor.

(f) The filing of a certificate of limited partnership domestication shall not affect the choice of law applicable to the non-United States entity, except that from the effective date or time of the domestication, the law of the State of Delaware, including the provisions of this chapter, shall apply to the non-United States entity to the same extent as if the non-United States entity had been formed as a limited partnership on that date.

(g) Prior to the time a certificate of limited partnership domestication becomes effective as provided in this chapter, the domestication shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate, and a partnership agreement shall be approved by the same authorization required to approve the domestication; provided that, in any event, such approval shall include the approval of any person who, at the effective date or time of the domestication, shall be a general partner of the limited partnership.

(h) When any domestication shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the non-United States entity that has been domesticated, and all property, real, personal and mixed, and all debts due to such non-United States entity, as well as all other things and causes of action belonging to such non-United States entity, shall remain vested in the domestic limited partnership to which such non-United States entity has been domesticated (and also in the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication) and shall be the property of such domestic limited partnership (and also of the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication), and the title to any real property vested by deed or otherwise in such non-United States entity shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such non-United States entity shall be preserved unimpaired, and all debts, liabilities and duties of the non-United States entity that has been domesticated shall remain attached to the domestic limited partnership to which such non-United States entity has been domesticated (and also to the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication), and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a domestic limited partnership. The rights, privileges, powers and interests in property of the non-United States entity, as well as the debts, liabilities and duties of the non-United States entity, shall not be deemed, as a consequence of the domestication, to have been transferred to the domestic limited partnership to which such non-United States entity has domesticated for any purpose of the laws of the State of Delaware.

(i) When a non-United States entity has become domesticated as a limited partnership pursuant to this section, for all purposes of the laws of the State of Delaware the limited partnership shall be deemed to be the same entity as the domesticating non-United States entity and the domestication shall constitute a continuation of the existence of the domesticating non-United States entity in the form of a domestic limited partnership. Unless otherwise agreed, for all purposes of the laws of the State of Delaware, the domesticating non-United States entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the domestication shall not be deemed to constitute a dissolution of such non-United States entity. If, following domestication, a non-United States entity that has become domesticated as a limited partnership continues its existence in the foreign country or other foreign jurisdiction in which it was existing immediately prior to domestication, the limited partnership and such non-United States entity shall, for all purposes of the laws of the State of Delaware, constitute a single entity formed, incorporated, created or otherwise having come into being, as applicable, and existing under the laws of the State of Delaware and the laws of such foreign country or other foreign jurisdiction.

(j) In connection with a domestication hereunder, rights or securities of, or interests in, the non-United States entity that is to be domesticated as a domestic limited partnership may be exchanged for or converted into cash, property, rights or securities of, or interests in, such domestic limited partnership or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another domestic limited partnership or other entity, may remain outstanding or may be canceled.
6 Del. C. § 73-101 — Delaware Code / Title 6 / Chapter 73 / Subchapter I / Section 73-101
§ Â
        73-101. Short title; purpose.
Status: in_force

(a) This chapter shall be known and may be cited as the “Delaware Securities Act.”

(b) The purpose of the Delaware Securities Act is to prevent the public from being victimized by unscrupulous or overreaching broker-dealers, agents, investment advisers or investment adviser representatives in the context of effecting transactions in securities or giving investment advice, as well as to remedy any harm caused by securities law violations. These prophylactic and remedial purposes shall be deemed of paramount importance in the interpretation of the provisions of this chapter and any rule or order hereunder, and particularly in any judicial review of sanctions or penalties imposed by the Investor Protection Director and of motions or requests by persons affected to stay such sanctions or penalties.