6 Del. C. § 15-902 — Delaware Code / Title 6 / Chapter 15 / Subchapter IX / Section 15-902
§ Â
        15-902. Merger or consolidation.
Status: in_force

(a) As used in this section and in § 15-105 of this title, “other business entity” means 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 limited liability company, a limited partnership (including a limited liability limited partnership) and a foreign partnership, but excluding a domestic partnership. As used in this section and in § 15-120 of this title, “plan of merger” means a writing approved by a domestic partnership, in the form of resolutions or otherwise, that states the terms and conditions of a merger under subsection (m) of this section.

(b) Pursuant to an agreement of merger or consolidation, 1 or more domestic partnerships may merge or consolidate with or into 1 or more domestic partnerships or 1 or more other business entities formed or organized under the laws of the State of Delaware or any other state or the United States or any foreign country or other foreign jurisdiction, or any combination thereof, with such domestic partnership or other business entity as the agreement shall provide being the surviving or resulting domestic partnership or other business entity. An agreement of merger or consolidation or a plan of merger shall be approved by each domestic partnership which is to merge or consolidate by all of its partners. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a domestic partnership or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting domestic partnership or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in a domestic partnership or other business entity which is not the surviving or resulting domestic partnership or other business entity in the merger or consolidation, may remain outstanding or may be canceled. Notwithstanding prior approval, an agreement of merger or consolidation or a plan of merger may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation or plan of merger.

(c) Except in the case of a merger under subsection (m) of this section, if a domestic partnership is merging or consolidating under this section, (i) if the domestic partnership has not filed a statement of partnership existence, then the domestic partnership shall file a statement of partnership existence and (ii) the domestic partnership or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation executed by at least 1 partner or by 1 or more authorized persons on behalf of the domestic partnership when it is the surviving or resulting entity with the Secretary of State. The certificate of merger or consolidation shall state:

(1) The name, jurisdiction of formation or organization and type of entity of each of the domestic partnerships and other business entities which is to merge or consolidate;

(2) That an agreement of merger or consolidation has been approved and executed by each of the domestic partnerships and other business entities which is to merge or consolidate;

(3) The name of the surviving or resulting domestic partnership or other business entity;

(4) In the case of a merger in which a domestic partnership is the surviving entity, such amendments, if any, to the statement of partnership existence of the surviving domestic partnership (and in the case of a surviving domestic partnership that is a limited liability partnership, to the statement of qualification of such surviving domestic partnership) as are desired to be effected by the merger (which amendments may amend and restate the statement of partnership existence of the surviving domestic partnership in its entirety);

(5) In the case of a consolidation in which the resulting entity is a domestic partnership, that the statement of partnership existence of the resulting domestic partnership shall be as set forth in an attachment to the certificate of consolidation;

(6) The future effective date or time (which shall be a date or time certain) of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation;

(7) That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting domestic partnership or other business entity, and shall state the address thereof;

(8) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting domestic partnership or other business entity, on request and without cost, to any partner of any domestic partnership or any person holding an interest in any other business entity which is to merge or consolidate; and

(9) If the surviving or resulting entity is not formed, organized or created under the laws of the State of Delaware, a statement that such surviving or resulting entity agrees that it may be served with process in the State of Delaware in any action, suit or proceeding for the enforcement of any obligation of any domestic partnership which is to merge or consolidate, irrevocably appointing the Secretary of State as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary of State. In the event of service hereunder upon the Secretary of State, the procedures set forth in § 15-113(b) of this title shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the Secretary of State with the address specified in the certificate of merger or consolidation provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of each process as required by the Secretary of State, and the Secretary of State shall notify such surviving or resulting entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 15-113(b) of this title.

(d) Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation which occurred prior to the effective date of this chapter shall not affect the validity or effectiveness of any such merger or consolidation.

(e) Unless a future effective date or time is provided in a certificate of merger or consolidation, or in the case of a merger under subsection (m) of this section in a certificate of ownership and merger, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing with the Secretary of State of a certificate of merger or consolidation or a certificate of ownership and merger.

(f) A certificate of merger or consolidation or a certificate of ownership and merger shall act as a statement of cancellation of the statement of partnership existence (and if applicable the statement of qualification) for a domestic partnership which is not the surviving or resulting entity in the merger or consolidation. A certificate of merger or a certificate of ownership and merger that sets forth any amendment in accordance with paragraph (c)(4) or subsection (m) of this section shall be deemed to be an amendment to the statement of partnership existence (and if applicable to the statement of qualification) of the domestic partnership, and the domestic partnership shall not be required to take any further action to amend its statement of partnership existence (or if applicable its statement of qualification) under § 15-105 or § 15-116 of this title with respect to such amendments set forth in the certificate of merger or certificate of ownership and merger. Whenever this section requires the filing of a certificate of merger or consolidation, such requirement shall be deemed satisfied by the filing of an agreement of merger or consolidation containing the information required by this section to be set forth in the certificate of merger or consolidation.

(g) An agreement of merger or consolidation or a plan of merger approved in accordance with subsection (b) of this section may (1) effect any amendment to the partnership agreement or (2) effect the adoption of a new partnership agreement, in either case, for a domestic partnership if it is the surviving or resulting partnership in the merger or consolidation. Any amendment to a partnership agreement or adoption of a new partnership agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation and shall be effective notwithstanding any provision of the partnership agreement relating to amendment or adoption of a new partnership agreement, other than a provision that by its terms applies to an amendment to the partnership agreement or the adoption of a new partnership agreement, in either case, in connection with a merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a partnership agreement or other agreement or as otherwise permitted by law, including that the partnership agreement of any constituent domestic partnership to the merger or consolidation (including a domestic partnership formed for the purpose of consummating a merger or consolidation) shall be the partnership agreement of the surviving or resulting domestic partnership.

(h) When any merger or consolidation 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 each of the domestic partnerships and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of said domestic partnerships and other business entities, as well as all other things and causes of action belonging to each of such domestic partnerships and other business entities, shall be vested in the surviving or resulting domestic partnership or other business entity, and shall thereafter be the property of the surviving or resulting domestic partnership or other business entity as they were of each of the domestic partnerships and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the State of Delaware, in any of such domestic partnerships and other business entities, 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 any of said domestic partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the said domestic partnerships and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting domestic partnership or other business entity, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a domestic partnership, including a domestic partnership which is not the surviving or resulting entity in the merger or consolidation, shall not require such domestic partnership to wind up its affairs under subchapter VIII of this chapter of this title or pay its liabilities and distribute its assets under subchapter VIII of this chapter of this title, and the merger or consolidation shall not constitute a dissolution of such partnership.

(i) Except as provided by agreement with a person to whom a partner of a domestic partnership is obligated, a merger or consolidation of a domestic partnership that has become effective shall not affect any obligation or liability existing at the time of such merger or consolidation of a partner of a domestic partnership which is merging or consolidating.

(j) If a domestic partnership is a constituent party to a merger or consolidation that shall have become effective, but the domestic partnership is not the surviving or resulting entity of the merger or consolidation, then a judgment creditor of a partner of such domestic partnership may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the surviving entity of the merger or consolidation unless:

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

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

(ii) The surviving or resulting entity of the merger or consolidation is a debtor in bankruptcy;

(iii) The partner has agreed that the creditor need not exhaust the assets of the domestic partnership that was not the surviving or resulting entity of the merger or consolidation;

(iv) The partner has agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the merger or consolidation; or

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

(2) Liability is imposed on the partner by law or contract independent of the existence of the surviving or resulting entity of the merger or consolidation.

(k) A person is admitted as a partner of a surviving or resulting domestic partnership pursuant to a merger or consolidation approved in accordance with subsection (b) of this section as provided in the partnership agreement of the surviving or resulting domestic partnership or in the agreement of merger or consolidation or the plan of merger, and in the event of any inconsistency, the terms of the agreement of merger or consolidation or the plan of merger shall control. A person is admitted as a partner of a domestic partnership pursuant to a merger or consolidation in which such domestic partnership is not the surviving or resulting domestic partnership in the merger or consolidation as provided in the partnership agreement of such domestic partnership.

(l) A partnership agreement may provide that a domestic partnership shall not have the power to merge or consolidate as set forth in this section.

(m) In any case in which (i) at least 90% of the outstanding shares of each class of the stock of a corporation or corporations (other than a corporation which has in its certificate of incorporation the provision required by § 251(g)(7)(A) and (B) of Title 8), of which class there are outstanding shares that, absent § 267(a) of Title 8, would be entitled to vote on such merger, is owned by a domestic partnership, (ii) 1 or more of such corporations is a corporation of the State of Delaware, and (iii) any corporation that is not a corporation of the State of Delaware is a corporation of any other state or the District of Columbia or another jurisdiction, the laws of which do not forbid such merger, the domestic partnership having such stock ownership may either merge the corporation or corporations into itself and assume all of its or their obligations, or merge itself, or itself and 1 or more of such corporations, into 1 of the other corporations, pursuant to a plan of merger. If a domestic partnership is causing a merger under this subsection, (i) if the domestic partnership has not filed a statement of partnership existence, then the domestic partnership shall file a statement of partnership existence, and (ii) the domestic partnership shall file a certificate of ownership and merger executed by at least 1 partner or by 1 or more authorized persons on behalf of the domestic partnership in the office of the Secretary of State. The certificate of ownership and merger shall certify that such merger was authorized in accordance with the domestic partnership’s partnership agreement and this chapter, and if the domestic partnership shall not own all the outstanding stock of all the corporations that are parties to the merger, shall state the terms and conditions of the merger, including the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving domestic partnership or corporation upon surrender of each share of the corporation or corporations not owned by the domestic partnership, or the cancellation of some or all of such shares. The terms and conditions of the merger may not result in a holder of stock in a corporation becoming a partner in a surviving domestic partnership (other than a limited liability partnership). In the case of a merger under this subsection in which a domestic partnership is the surviving entity, the certificate of ownership and merger may also state such amendments, if any, to the statement of partnership existence of the surviving domestic partnership (and in the case of a surviving domestic partnership that is a limited liability partnership, to the statement of qualification of such surviving domestic partnership) as are desired to be effected by the merger (which amendments may amend and restate the statement of partnership existence of the surviving domestic partnership in its entirety). If a corporation surviving a merger under this subsection is not a corporation organized under the laws of the State of Delaware, then the terms and conditions of the merger shall obligate such corporation to agree that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of the domestic partnership or any obligation of any constituent corporation of the State of Delaware, as well as for enforcement of any obligation of the surviving corporation, including any suit or other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to § 262 of Title 8, and to irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit or other proceedings, and to specify the address to which a copy of such process shall be mailed by the Secretary of State. Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate. In the event of such service upon the Secretary of State in accordance with this subsection, the Secretary of State shall forthwith notify such surviving corporation thereof by letter, directed to such surviving corporation at its address so specified, unless such surviving corporation shall have designated in writing to the Secretary of State a different address for such purpose, in which case it shall be mailed to the last address so designated. Such letter shall be sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection and to pay the Secretary of State the sum of $50 for the use of the State of Delaware, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and the defendant, the title, docket number and nature of the proceeding in which process has been served, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made. The Secretary of State shall not be required to retain such information longer than 5 years from receipt of the service of process.
6 Del. C. § 4A-503 — Delaware Code / Title 6 / Article 4A / Part 5 / Section 4A-503
§ Â
        4A-503. Injunction or restraining order with respect to funds transfer.
Status: in_force

For proper cause and in compliance with applicable law, a court may restrain (i) a person from issuing a payment order to initiate a funds transfer, (ii) an originator’s bank from executing the payment order of the originator, or (iii) the beneficiary’s bank from releasing funds to the beneficiary or the beneficiary from withdrawing the funds. A court may not otherwise restrain a person from issuing a payment order, paying or receiving payment of a payment order, or otherwise acting with respect to a funds transfer.
6 Del. C. § 17-210 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-210
§ Â
        17-210. Restated certificate.
Status: in_force

(a) Restated certificate of limited partnership. —

(1) A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the Secretary of State 1 or more certificates or other instruments pursuant to any of the sections referred to in this subchapter and it may at the same time also further amend its certificate of limited partnership by adopting a restated certificate of limited partnership.

(2) If a restated certificate of limited partnership merely restates and integrates but does not further amend the initial certificate of limited partnership, as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the sections in this subchapter, it shall be specifically designated in its heading as a “Restated Certificate of Limited Partnership” together with such other words as the partnership may deem appropriate and shall be executed by a general partner and filed as provided in § 17-206 of this title in the Office of the Secretary of State. If a restated certificate restates and integrates and also further amends in any respect the certificate of limited partnership, as theretofore amended or supplemented, it shall be specifically designated in its heading as an “Amended and Restated Certificate of Limited Partnership” together with such other words as the partnership may deem appropriate and shall be executed by at least 1 general partner and by each other general partner designated in the restated certificate of limited partnership as a new general partner, but if the restated certificate reflects the withdrawal of a general partner as a general partner, such restated certificate of limited partnership need not be signed by that former general partner, and filed as provided in § 17-206 of this title in the Office of the Secretary of State.

(3) A restated certificate of limited partnership shall state, either in its heading or in an introductory paragraph, the limited partnership’s present name, and, if it has been changed, the name under which it was originally filed, and the date of filing of its original certificate of limited partnership with the Secretary of State, and the future effective date or time (which shall be a date or time certain) of the restated certificate if it is not to be effective upon the filing of the restated certificate. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If a restated certificate only restates and integrates and does not further amend a limited partnership’s certificate of limited partnership as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well.

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

(5) Any amendment or change effected in connection with the restatement and integration of the certificate of limited partnership shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.

(b) Restated certificate of registered series. —

(1) A registered series of a limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of registered series which are then in effect and operative as a result of there having theretofore been filed with the Secretary of State 1 or more certificates or other instruments pursuant to any of the sections referred to in this subchapter, and it may at the same time also further amend its certificate of registered series by adopting a restated certificate of registered series.

(2) If a restated certificate of registered series merely restates and integrates but does not further amend the initial certificate of registered series, as theretofore amended or supplemented by any instrument that was executed and filed pursuant to any of the sections in this subchapter, it shall be specifically designated in its heading as a “Restated Certificate of Registered Series” together with such other words as the registered series may deem appropriate and shall be executed by a general partner of such registered series and filed as provided in § 17-206 of this title in the office of the Secretary of State. If a restated certificate restates and integrates and also further amends in any respect the certificate of registered series as theretofore amended or supplemented, it shall be specifically designated in its heading as an “Amended and Restated Certificate of Registered Series” together with such other words as the registered series may deem appropriate and shall be executed by at least 1 general partner of such registered series and by each other general partner designated in the amended and restated certificate of registered series as a new general partner of such registered series, but if the restated certificate of registered series reflects the withdrawal of a general partner as a general partner of such registered series, such restated certificate of registered series need not be signed by that former general partner, and filed as provided in § 17-206 of this title in the office of the Secretary of State.

(3) A restated certificate of registered series shall state, either in its heading or in an introductory paragraph, the name of the limited partnership, the present name of the registered series, and, if the name of the registered series has been changed, the name under which it was originally filed, and the date of filing of its original certificate of registered series with the Secretary of State, and the future effective date or time (which shall be a date or time certain) of the restated certificate of registered series if it is not to be effective upon the filing of the restated certificate of registered series. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If a restated certificate only restates and integrates and does not further amend a certificate of registered series, as theretofore amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well.

(4) Upon the filing of a restated certificate of registered series with the Secretary of State, or upon the future effective date or time of a restated certificate of registered series as provided for therein, the initial certificate of registered series, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of registered series, including any further amendment or changes made thereby, shall be the certificate of registered series of such registered series, but the original effective date of formation of the registered series, as applicable, shall remain unchanged.

(5) Any amendment or change effected in connection with the restatement and integration of a certificate of registered series shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
6 Del. C. § 17-801 — Delaware Code / Title 6 / Chapter 17 / Subchapter VIII / Section 17-801
§ Â
        17-801. Nonjudicial dissolution.
Status: in_force

A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following:

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

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

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

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

a. Unless otherwise provided in a partnership agreement, within 90 days or such other period as is provided for in the partnership agreement after the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner, the personal representative of the last remaining limited partner and all of the general partners agree or vote to continue the business of the limited partnership and to the admission of the personal representative of such limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner; provided, that a partnership agreement may provide that the general partners or the personal representative of the last remaining limited partner shall be obligated to agree to continue the business of the limited partnership and to the admission of the personal representative of such limited partner or its nominee or designee to the limited partnership as a limited partner, effective as of the occurrence of the event that caused the last limited partner to cease to be a limited partner; or

b. A limited partner is admitted to the limited partnership in the manner provided for in the partnership agreement, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner, within 90 days or such other period as is provided for in the partnership agreement after the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner, pursuant to a provision of the partnership agreement that specifically provides for the admission of a limited partner to the limited partnership after there is no longer a remaining limited partner of the limited partnership.

(5) Upon the happening of events specified in a partnership agreement; or

(6) Entry of a decree of judicial dissolution under § 17-802 of this title.

Unless otherwise provided in a partnership agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and effective on or prior to July 31, 2015, shall continue to be governed by clause (ii) of paragraph (2) of this section and clause (i)(B) of paragraph (3) of this section as in effect on July 31, 2015 (except that “in writing” shall be deleted from such clause (i)(B) of paragraph (3) of this section).
6 Del. C. § 5128 — Delaware Code / Title 6 / Chapter 51 / Section 5128
§ Â
        5128. Furnace and stove oil.
Status: in_force

(a) Whoever sells or delivers fuel oil or propane in quantities of 20 gallons or more for heating or cooking purposes shall issue a delivery ticket which shall consist of an original and at least 1 carbon copy. Said ticket shall be serially numbered for the purpose of identification and shall have the date of delivery as well as the names and addresses of the vendor and the purchaser legibly recorded on the ticket prior to delivery of the fuel oil or propane. A statement of the quantity of fuel oil or propane delivered, in terms of gallons and fractions thereof, if any, the price per gallon, the grade of fuel and the identity of the person making such delivery shall also appear on the ticket. One copy of said ticket shall be delivered to the purchaser or the purchaser’s agent at the time of delivery of such fuel oil or propane, unless the purchaser initiates a request in writing that the vendor deliver such ticket to another person, to another location or at another time. Another copy of said ticket shall be retained by the vendor for a period of 1 year. The number printed on the delivery ticket that is presented to the purchaser of the fuel oil or propane shall be listed on the records kept by the individual or company that sells or delivers the fuel oil or propane.

(b) The Administrator or Inspector of the weights and measures section of the Department of Agriculture shall have the authority, at any time after the delivery of any fuel oil or propane, to enter and go into or upon, without warrant, any delivery vehicle in order to inspect or examine the metering system, vehicle tank compartment or delivery tickets then in the actual possession of or under the control of the person making the delivery, and said Administrator or Inspector shall also have the authority to seize, without warrant, any delivery tickets or devices suspected of constituting or contributing to a deceptive or fraudulent delivery practice. No retained delivery ticket or copy thereof which is so seized shall be destroyed, but may be voided by said Administrator or Inspector and kept on file with the Department of Agriculture.

(c) On deliveries of fuel oil or propane made through a meter, the quantity determinations of the fuel oil or propane delivered shall be mechanically printed on a meter ticket at the time of delivery. A sales sequence number shall also be mechanically printed on the ticket by the ticket printing mechanism of the metering system, unless the printing mechanism is of the cumulative type. The sales sequence number shall not be returnable to 0 until it has reached its highest attainable number.

(d) Only 1 delivery ticket shall be inserted into the printing mechanism at any given time, and in the case of vehicle tank meters, said ticket shall not be inserted until immediately before a delivery is begun, and in no case shall a ticket be left in the printing mechanism while the vehicle is in motion on a public street, highway or thoroughfare.

(e) The possession of a preprinted ticket imprinted with a gallonage amount in advance of delivery shall be prima facia evidence of intent to use such ticket in violation of this section.

(f) Any person who, by himself or herself, or by his or her employee or agent or as the employee or agent of another person, alters or substitutes a delivery ticket in violation of this section, or for otherwise fraudulent or deceptive purposes, shall be punished by a fine of not more than $1,000 or by imprisonment of not more than 1 year, or both.
6 Del. C. § 5505 — Delaware Code / Title 6 / Chapter 55 / Section 5505
§ Â
        5505. Standard for recording coordinates in public records.
Status: in_force

No coordinates based on either Delaware Coordinate System, purporting to define the position of a point on a land boundary, shall be presented to be recorded in any public land records or deed records unless such point is established in conformity with the standards of accuracy and specifications for first- or second-order geodetic surveying as prepared and published by the Federal Geodetic Control Committee (FGCC) of the United States Department of Commerce. Standards and specifications of the FGCC or its successor in force on the date of said survey shall apply. Publishing existing control stations, or the acceptance with intent to publish the newly established stations, by the National Ocean Service/National Geodetic Survey, shall constitute evidence of adherence to FGCC specifications. To meet local conditions, these limitations may be modified by the Secretary of the Department of Transportation in compliance with Chapter 101 of Title 29 after consultation with the Office of State Planning Coordination, the Delaware Geographic Data committee and the State Mapping Advisory Committee.
6 Del. C. § 2-303 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-303
§ Â
        2-303. Allocation or division of risks.
Status: in_force

Where this Article allocates a risk or a burden as between the parties “unless otherwise agreed”, the agreement may not only shift the allocation but may also divide the risk or burden.
6 Del. C. § 7602 — Delaware Code / Title 6 / Chapter 76 / Section 7602
§ Â
        7602. Inapplicability of other laws; exempted transactions.
Status: in_force

(a) Lease-purchase agreements which comply with this chapter are not governed by the laws relating to:

(1) A “retail installment contract” or “contract” as defined in § 4301(9) of this title.

(2) A “security interest” as defined in § 1-201(35) of this title.

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

(1) Lease-purchase agreements primarily for business, commercial or agricultural purposes, or those made with governmental agencies or instrumentalities or with organizations;

(2) A lease of safe deposit box;

(3) A lease or bailment of personal property along with the lease of real property;

(4) A lease of an automobile; or

(5) The lease of real property and/or the fixed improvements thereon.
6 Del. C. § 2-701 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-701
§ Â
        2-701. Remedies for breach of collateral contracts not impaired.
Status: in_force

Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this Article.
6 Del. C. § 5001D — Delaware Code / Title 6 / Chapter 50D / Section 5001D
§ Â
        5001D. Definitions
Status: in_force

(a) “Conservation measures,” as defined by the American Institute for Conservation of Historic and Artistic Works, encompass actions taken toward the long-term preservation of cultural property. “Conservation activities” include examination, documentation, treatment, and preventative care, supported by research and education.

(b) “Lender” means a person whose name appears on records of a museum as the person legally entitled to, or claiming to be legally entitled to, property held by the museum.

(c) “Lender’s address” means the most recent address of a lender as shown on the museum’s records pertaining to property on loan from the lender.

(d) “Loan” means a deposit of property not accompanied by a transfer of title to that property.

(e) “Museum” means an institution located in Delaware that:

(1) Is operated by a person primarily for education, scientific, historic preservation, or aesthetic purposes; and

(2) Owns, borrows, cares for, exhibits, studies, archives, or catalogs property.

(f) “Permanent loan” means a loan of property to a museum for an indefinite period.

(g) “Person” means an individual, a nonprofit corporation, a trustee or legal representative, the State, a political subdivision of the State, an agency of the State or political subdivision of the State, or a group of those persons acting in concert.

(h) “Property” means a tangible object under a museum’s care that has intrinsic historic, artistic, scientific, or cultural value.

(i) “Undocumented property” means property in the possession of a museum for which the museum cannot determine the owner by reference to the museum’s records.

(j) “Unsolicited donation” means any property that is left at property controlled by the museum that is from an unknown source and might be reasonably assumed to have been intended as a gift to the museum.
6 Del. C. § 17-908 — Delaware Code / Title 6 / Chapter 17 / Subchapter IX / Section 17-908
§ Â
        17-908. Foreign limited partnerships doing business without having qualified; injunctions.
Status: in_force

The Court of Chancery shall have jurisdiction to enjoin any foreign limited partnership, or any agent thereof, from doing any business in the State of Delaware if such foreign limited partnership has failed to register under this subchapter or if such foreign limited partnership has secured a certificate of the Secretary of State under § 17-903 of this title on the basis of false or misleading representations. The Attorney General shall, upon the Attorney General’s own motion or upon the relation of proper parties, proceed for this purpose by complaint in any county in which such foreign limited partnership is doing or has done business.
6 Del. C. § 18-1107 — Delaware Code / Title 6 / Chapter 18 / Subchapter XI / Section 18-1107
§ Â
        18-1107. Taxation of limited liability companies and registered series.
Status: in_force

(a) For purposes of any tax imposed by the State of Delaware or any instrumentality, agency or political subdivision of the State of Delaware, a domestic limited liability company or a foreign limited liability company qualified to do business in the State of Delaware shall be classified as a partnership unless classified otherwise for federal income tax purposes, in which case the domestic or foreign limited liability company shall be classified in the same manner as it is classified for federal income tax purposes. For purposes of any tax imposed by the State of Delaware or any instrumentality, agency or political subdivision of the State of Delaware, a member or an assignee of a member of a domestic limited liability company or a foreign limited liability company qualified to do business in the State of Delaware shall be treated as either a resident or nonresident partner unless classified otherwise for federal income tax purposes, in which case the member or assignee of a member shall have the same status as such member or assignee of a member has for federal income tax purposes.

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

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

(d) The Secretary of State shall, at least 60 days prior to June 1 of each year, cause to be mailed to each domestic limited liability company and each registered series thereof and each foreign limited liability company 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.

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

(f) In case any domestic limited liability company, registered series or foreign limited liability company shall fail to pay the annual tax due within the time required by this section, and in case the agent in charge of the registered office of any domestic limited liability company or foreign limited liability company upon whom process against such domestic limited liability company or any protected series or registered series thereof or foreign limited liability company may be served shall die, resign, refuse to act as such, remove from the State of Delaware or cannot with due diligence be found, it shall be lawful while default continues to serve process against such domestic limited liability company or any protected series or registered series thereof or foreign limited liability company 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 § 18-105 of this title in the case of a domestic limited liability company or any protected series or registered series thereof and § 18-910 of this title in the case of a foreign limited liability company and shall be governed in all respects by said sections.

(g) The annual tax shall be a debt due from a domestic limited liability company, registered series or foreign limited liability company 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.

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

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

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

(k) A domestic limited liability company that has ceased to be in good standing by reason of the domestic limited liability company’s neglect, refusal or failure to pay an annual tax shall remain a domestic limited liability company formed under this chapter, and each registered series thereof shall remain a registered series formed under this chapter, and each protected series thereof shall remain a protected series established under this chapter. A registered series that has ceased to be in good standing by reason of the registered series’ neglect, refusal or failure to pay an annual tax shall remain a registered series formed under this chapter. The Secretary of State shall not accept for filing any certificate (except a certificate of resignation of a registered agent when a successor registered agent is not being appointed and certificates of amendment of certificate of division as required by § 18-217(h)(6) of this title) required or permitted by this chapter to be filed in respect of any domestic limited liability company, registered series or foreign limited liability company if such domestic limited liability company, registered series or foreign limited liability company has neglected, refused or failed to pay an annual tax, and shall not issue any certificate of good standing with respect to such domestic limited liability company, registered series or foreign limited liability company, unless or until such domestic limited liability company, registered series or foreign limited liability company shall have been restored to and have the status of a domestic limited liability company or registered series in good standing or a foreign limited liability company duly registered in the State of Delaware.

(l) A domestic limited liability company that has ceased to be in good standing (and each protected series and registered series thereof), a registered series that has ceased to be in good standing, or a foreign limited liability company that has ceased to be registered in the State of Delaware by reason of the domestic limited liability company’s, registered series’ or foreign limited liability company’s neglect, refusal or failure to pay an annual tax may not maintain any action, suit or proceeding in any court of the State of Delaware until such domestic limited liability company, registered series or foreign limited liability company has been restored to and has the status of a domestic limited liability company, registered series or foreign limited liability company in good standing or duly registered in the State of Delaware. An action, suit or proceeding may not be maintained in any court of the State of Delaware by any successor or assignee of such domestic limited liability company (or any protected series or registered series thereof), registered series, or foreign limited liability company on any right, claim or demand arising out the transaction of business by such domestic limited liability company (or any protected series or registered series thereof) or registered series after the domestic limited liability company or registered series has ceased to be in good standing or a foreign limited liability company that has ceased to be registered in the State of Delaware until such domestic limited liability company, registered series or foreign limited liability company, 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.

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

(n) A member or manager of a domestic limited liability company, registered series or foreign limited liability company is not liable for the debts, obligations or liabilities of such domestic limited liability company, registered series or foreign limited liability company solely by reason of the neglect, refusal or failure of such domestic limited liability company, registered series or foreign limited liability company to pay an annual tax or by reason of such domestic limited liability company, registered series or foreign limited liability company ceasing to be in good standing or duly registered. A protected series or registered series of a domestic limited liability company is not liable for the debts, obligations or liabilities of such domestic limited liability company or any other series thereof solely by reason of the neglect, refusal or failure of such domestic limited liability company or other series to pay an annual tax or by reason of such domestic limited liability company or other series ceasing to be in good standing.
6 Del. C. § 4311 — Delaware Code / Title 6 / Chapter 43 / Subchapter III / Section 4311
§ Â
        4311. Provisions prohibited in contracts.
Status: in_force

No contract or obligation shall contain any provision by which:

(1) The buyer agrees not to assert against a seller a claim or defense arising out of the sale or agrees not to assert against an assignee such a claim or defense other than as provided in § 4312 of this title;

(2) In the absence of the buyer’s default in the performance of any obligations, the holder may, arbitrarily and without reasonable cause, accelerate the maturity of any part or all of the amount owing thereunder;

(3) The seller or holder of the contract or other person acting as agent is given authority to enter upon the buyer’s premises unlawfully or to commit any breach of the peace in the repossession of goods;

(4) The buyer waives any right of action against the seller or holder of the contract or other person acting as agent, for any illegal act committed in the collection of payments under the contract or in the repossession of goods;

(5) The buyer executes a power of attorney appointing the seller or holder of the contract, or other person acting as agent, as the buyer’s agent in the repossession of goods;

(6) The buyer relieves the seller from liability for any legal remedies which the buyer may have against the seller under the contract or any separate instrument executed in connection therewith.
6 Del. C. § 4502 — Delaware Code / Title 6 / Chapter 45 / Section 4502
§ Â
        4502. Definitions.
Status: in_force

For purposes of this chapter:

(1) “Automatic door” means a door equipped with a power-operated mechanism and controls that open and close the door automatically upon receipt of a momentary actuating signal. The switch that begins the automatic cycle may be a photoelectric device, floor mat, or manual switch.

(2) “Auxiliary aid or service” means a device or service that enables effective communication. Appropriate auxiliary aids and services may include services and devices such as qualified interpreters, assistive listening devices, notetakers, or written materials for individuals with hearing impairments; and qualified readers, taped texts, or brailled or large print materials for individuals with vision impairments.

(3) “Chairperson” means the Chairperson of the Delaware Human and Civil Rights Commission.

(4) “Commission” means the Delaware Human and Civil Rights Commission.

(5) “Complainant” means the person who files a complaint under § 4508 of this title.

(6) “Conciliation” means the attempted resolution of issues raised by a complaint, or by the investigation of such complaint, through informal negotiations.

(7) “Conciliation agreement” means a written agreement setting forth the resolution of the issues in conciliation.

(8) “Disability” means any condition or characteristic that renders a person a person with a disability as defined in this section.

(9) “Discriminatory public accommodations practice” means an act that is unlawful under this chapter.

(10) “Division” means the Division of Human and Civil Rights.

(11) “Gender identity” means a gender-related identity, appearance, expression or behavior of a person, regardless of the person’s assigned sex at birth.

(12) “Has a record of such impairment” means has a history of, or has been misclassified as having, a mental or physical impairment that substantially limits 1 or more major life activities.

(13) “Is regarded as having an impairment” means an individual that establishes that the individual subjected to an action prohibited under this chapter because of an actual or perceived physical or mental impairment whether or not the impairment limits or is perceived to limit a major life activity.

(14) “Major life activities” includes caring for oneself, performing manual tasks, seeing, hearing, eating, sleeping, walking, standing, lifting, bending, speaking, breathing, learning, reading, concentrating, thinking, communicating, and working. “Major life activities” also includes the operation of a major bodily function, including functions of the immune system, normal cell growth, digestive, bowel, bladder, neurological brain, respiratory, circulatory, endocrine, and reproductive functions. Such impairment does not include impairments that are transitory and minor.

(15) “Marital status” means the legal relationship of parties as determined by the laws of marriage applicable to them or the absence of such a legal relationship.

(16) “Military status” means status as any of the following:

a. A member of the uniformed forces, as defined in 10 U.S.C. § 101, or a reserve component thereof listed under 10 U.S.C. § 10101.

b. A “veteran” as defined in 38 U.S.C. § 101.

c. A “dependent” of a servicemember as defined in 50 U.S.C. § 3911.

(17) “Panel” means a group of 3 or more Commissioners appointed by the Chairperson to perform any task authorized by this chapter.

(18) “Panel chair” means that Commissioner serving on a panel who is designated by the Chairperson to serve as the Chairperson of the panel.

(19) “Person” includes individuals, corporations, companies, associations, firms, partnerships, societies, and joint-stock companies as provided under § 302 of Title 1. In addition, “person” includes sole proprietorships, limited liability companies, trusts, governmental bodies, and any other legal, commercial, or government entity.

(20) “Person with a disability” means any person who satisfies any 1 of the following:

a. Has a physical or mental impairment which substantially limits 1 or more major life activities.

b. Has a record of such impairment.

c. Is regarded as having such an impairment.

(21) a. “Place of public accommodation” means all of the following:

1. An establishment that caters to or offers goods, services, facilities, privileges, advantages, or accommodations to, or solicits patronage from, the general public.

2. All state agencies.

3. Local government agencies.

4. Public libraries.

5. A person that receives funding from this State to perform a public function.

6. A person performing a public function under the control and supervision of a state or local government agency.

7. Hotels and motels catering to the transient public.

8. Entities and services licensed or regulated under Title 5.

b. “Place of public accommodation” does not apply to any of the following:

1. The sale or rental of houses, housing units, apartments, rooming houses, or other dwellings.

2. Tourist homes with less than 10 rental units catering to the transient public.

(22) “Protective hairstyle” includes braids, locks, and twists.

(23) “Race” includes traits historically associated with race, including hair texture and a protective hairstyle.

(24) “Readily achievable” means easily accomplishable without much difficulty or expense. “Readily achievable” means that an action is not an “undue burden” as defined in this section.

(25) “Reasonable modification” means a change in policies, practices, or procedures when the modification is necessary to avoid discrimination on the basis of disability, unless the covered entity can demonstrate that making the modifications would fundamentally alter the nature of the service, program, or activity.

(26) “Religion” includes all aspects of religious observance and practice, as well as belief.

(27) “Respondent” means a person who is alleged to have committed a discriminatory public accommodations practice.

(28) “Service animal” means a dog individually trained to do work or perform tasks for the benefit of a person with a disability, including a physical, sensory, psychiatric, intellectual, or other mental disability.

(29) “Sexual orientation” includes heterosexuality, homosexuality, bisexuality, asexuality, or pansexuality.

(30) “Special Administration Fund” means the Fund created pursuant to § 3005 of Title 31.

(31) “Transitory impairment” means an impairment with an actual or expected duration of 6 months or less.

(32) “Undue burden” means an action requiring significant difficulty or expense, when considered in light of all of the following factors:

a. The nature and cost of the action needed under this chapter.

b. The overall financial resources of the place of public accommodation involved in the action; the number of persons employed at the place of public accommodation; the effect on expenses and resources; legitimate safety requirements that are necessary for safe operation, including crime prevention measures; or the impact otherwise of the action upon the operation of the place of public accommodation.

c. The geographic separateness, and the administrative or fiscal relationship of the place of public accommodation in question to any parent corporation or ownership entity.

d. If applicable, the overall financial resources of any parent corporation or ownership entity; the overall size of the parent corporation or ownership entity with respect to the number of its employees; the number, type, and location of its facilities.

e. If applicable, the type of operation or operations of any parent corporation or ownership entity, including the composition, structure, and functions of the workforce of the parent corporation or ownership entity.
6 Del. C. § 4-501 — Delaware Code / Title 6 / Article 4 / Part 5 / Section 4-501
§ Â
        4-501. Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor.
Status: in_force

A bank that takes a documentary draft for collection shall present or send the draft and accompanying documents for presentment and, upon learning that the draft has not been paid or accepted in due course, shall seasonably notify its customer of the fact even though it may have discounted or bought the draft or extended credit available for withdrawal as of right.
6 Del. C. § 3802 — Delaware Code / Title 6 / Chapter 38 / Section 3802
§ Â
        3802. Supplemental publication.
Status: in_force

(a) Any state or other public officer who is required by law to publish any notice, may supplement publication thereof by causing such notice or a concise summary or description thereof to be broadcast at such times and with such frequency determines to be suitable when, in the officer’s judgment, the public interest is served thereby.

(b) Notices by political subdivisions of this State, cities, municipal and quasi municipal corporations, special districts and other public agencies shall be made only by stations whose primary broadcast coverage encompasses the county or counties in which the notice is required to be given.
6 Del. C. § 2502H — Delaware Code / Title 6 / Chapter 25H / Section 2502H
§ Â
        2502H. Definitions.
Status: in_force

For purposes of this chapter:

(1) “Cash” means currency of the United States.

(2) “Company” means the entity that owns or operates a retail store.

(3) “Consumer” means an individual who purchases consumer goods or services.

(4) “Consumer goods and services” means any product, merchandise, food, or service retail stores offer for sale or lease, but does not include goods and services provided by an electric or natural gas public utility.

(5) “Retail store” means an establishment where consumer goods or services are offered for sale or lease through an in-person transaction. The term does not include any of the following:

a. Telephone, mail or internet transactions.

b. Parking lots and parking garages.

c. Transactions for the rental of consumer goods, services, or accommodations for which posting of collateral or security is typically required.

d. Transactions at any sporting or entertainment event, including music festivals.
6 Del. C. § 1202 — Delaware Code / Title 6 / Chapter 12 / Section 1202
§ Â
        1202. Definitions.
Status: in_force

As used in this chapter:

(1) “Claim” means any request or demand, whether under a contract or otherwise, for money or property and whether or not the Government has title to the money or property, that:

a. Is presented to an officer, employee, or agent of the Government; or

b. Is made to a contractor, grantee, or other recipient, if the money or property is to be spent or used on the Government’s behalf or to advance a Government program or interest, and if the Government:

1. Provides or has provided any portion of the money or property requested or demanded; or

2. Will reimburse such contractor, grantee, or other recipient for any portion of the money or property which is requested or demanded.

“Claim” does not include requests or demands for money or property that the Government has paid to an individual as compensation for employment with the Government or as an income subsidy with no restrictions on that individual’s use of the money or property.

(2) “Government” includes all departments, boards or commissions of the executive branch of the State, all political subdivisions of the State, the Delaware Department of Transportation and all state and municipal authorities, all organizations created by or pursuant to a statute which declares in substance that such organization performs or has for its purpose the performance of an essential governmental function, and all organizations, entities or persons receiving funds of the State where the act complained of pursuant to this chapter relates to the use of such funds of the State.

(3) “Knowing” and “knowingly” mean that a person, with respect to information:

a. Has actual knowledge of the information;

b. Acts in deliberate ignorance of the truth or falsity of the information; or

c. Acts in reckless disregard of the truth or falsity of the information, and no proof of specific intent to defraud is required.

(4) “Material” includes anything having a natural tendency to influence, or be capable of influencing, the payment or receipt of money or property.

(5) “Obligation” includes an established duty, whether or not fixed, arising from an express or implied contractual, grantor-grantee, or licensor-licensee relationship, from a fee-based or similar relationship, from statute or regulation, or from the retention of any overpayment.
6 Del. C. § 4720 — Delaware Code / Title 6 / Chapter 47 / Subchapter II / Section 4720
§ Â
        4720. Definitions.
Status: in_force

As used in this subchapter:

(1) “Baby food” or “infant formula” means any food manufactured, packaged and labeled specifically for sale for consumption by a child under the age of 2.

(2) “Medical device” means any new or unused instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent, tool or other similar or related article, including any component part or accessory, required by federal law to bear the label, “Caution: Federal law requires dispensing by or on the order of a physician” or which is defined by federal law as a medical device and which is intended for use in the diagnosis of disease or other conditions or in the cure, mitigation, treatment of prevention of disease in humans or other animals, or is intended to affect the structure or any function of the body of humans or other animals, which does not achieve any of its principal intended purposes through chemical action within or on the body of humans or other animals and which is not dependent upon being metabolized for achievement of any of its principal intended purposes.

(3) “New and unused property” shall mean tangible personal property that was acquired by the unused property merchant directly from the producer, manufacturer, wholesaler or retailer in the ordinary course of business which has never been used since its production or manufacturing or which is in its original and unopened package or container, if such personal property was so packaged when originally produced or manufactured.

(4) “Nonprescription drug” means any nonnarcotic medicine or drug that may be sold without a prescription and is prepackaged for use by the consumer and prepared by the manufacturer or producer for use by the consumer. The term “nonprescription” shall include any drug commonly known as an “over the counter drug” which is required by state food and drug laws or the federal “Food, Drug and Cosmetic Act” [21 U.S.C. § 301 et seq.] to be properly labeled and unadulterated, but shall not include any herbal products, dietary supplements, botanical extracts or vitamins.

(5) “Unused property market” means any event at which persons offer personal property for sale or exchange, and which involves a series of sales sufficient in number, scope and character to constitute a regular course of business; provided, however, that the event occurs at least 6 times in any 12-month period. Unused property markets include any “swap meet, indoor swap meet,” “flea market” or other similar event at which transient retailers transact temporary or transient business, however the event is described and whether or not a fee is charged for entrance thereto.

(6) “Unused property merchant” means any person, other than a vendor or merchant with an established retail store in the county, who transports an inventory of goods to a building, vacant lot or other unused property market location and who, at that location, displays the goods for sale and sells the goods at retail or offers the goods for sale at retail and shall include any transient retailer.
6 Del. C. § 4612 — Delaware Code / Title 6 / Chapter 46 / Section 4612
§ Â
        4612. Enforcement by Commission.
Status: repealed

(a) Election of judicial determination. — When a charge is issued under § 4610 of this section, a complainant, a respondent or an aggrieved person on whose behalf the complaint was filed, may elect to have the claims asserted in that charge decided in a civil action under subsection (n) of this section in lieu of a hearing under subsection (b) of this section. The election must be made not later than 20 days after the receipt by the electing person of service under § 4610(g) of this title or, in the case of the Division, not later than 20 days after such service. The person making such election shall give notice of doing so to the Division and to all other parties to the proceeding to whom the charge relates.

(b) Administrative hearing on absence of election. — If an election is not made under subsection (a) of this section with respect to a charge issued under § 4610 of this title, the Commission shall provide an opportunity for a hearing on the record. The Commission shall delegate the conduct of a hearing under this section to an Administrative Hearing Officer or Panel appointed by the Commission Chairperson in accordance with regulations established by the Commission. The Administrative Hearing Officer or Panel shall conduct the hearing in the county in which the discriminatory housing practice is alleged to have occurred or to be about to occur.

(c) Rights of parties. — At a hearing under this section, each party may appear in person, be represented by counsel, present evidence, cross-examine witnesses and obtain the issuance of subpoenas under § 4611 of this title. Any aggrieved person may intervene as a party in the proceeding. The Delaware Rules of Evidence shall apply to the presentation of evidence in such 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].

(d) Expedited discovery and hearing. — (1) Discovery in administrative proceedings under this section shall be conducted as expeditiously and inexpensively as possible, consistent with the need of all parties to obtain relevant evidence.

(2) A hearing under this section shall be conducted as expeditiously and inexpensively as possible consistent with the needs and rights of the parties to obtain a fair hearing and a complete record.

(3) [Repealed.]

(e) Resolution of charge. — Any resolution of a charge before a final order under this section shall require the consent of the aggrieved person on whose behalf the charge is issued.

(f) Effect of trial of civil action on administrative proceedings. — An Administrative Hearing Officer or Panel may not continue administrative proceedings under this section regarding any alleged discriminatory housing practice after the beginning of the trial of a civil action commenced by the aggrieved party under a state or federal law, seeking relief with respect to that discriminatory housing practice.

(g) Hearings; findings and conclusions; orders. — (1) The Administrative Hearing Officer or Panel shall commence the hearing under this section not later than 120 days following the issuance of the charge, unless it is impracticable to do so. If the Administrative Hearing Officer or Panel is unable to commence the hearing within 120 days after the issuance of the charge, the Administrative Hearing Officer or Panel Chair shall notify the Division, the aggrieved person on whose behalf the charge was filed, and the respondent, in writing of the reasons for not doing so.

(2) The Administrative Hearing Officer or Panel shall make findings of fact and conclusions of law within 60 days after the end of the hearing under this section, unless it is impracticable to do so. If the Administrative Hearing Officer or Panel is unable to make findings of fact and conclusions of law within such period, or any succeeding 60-day period thereafter, the Administrative Hearing Officer or Panel Chair shall notify the Division, the aggrieved person on whose behalf the charge was filed and the respondent, in writing of the reasons for not doing so.

(3) If the Administrative Hearing Officer or Panel finds that a respondent has engaged or is about to engage in a discriminatory housing practice, such Administrative Hearing Officer or Panel shall promptly issue an order for such relief as may be appropriate, which may include actual damages suffered by the aggrieved person, costs, expenses, attorney’s fees and injunctive or other equitable relief. Such order may, to vindicate the public interest, assess a civil penalty against the respondent to be paid to the Special Administration Fund:

a. In an amount not exceeding $10,000 for each discriminatory practice if the respondent has not been adjudged to have committed any prior discriminatory housing practice;

b. In an amount not exceeding $25,000 for each discriminatory practice if the respondent has been adjudged to have committed 1 other discriminatory housing practice during the 5-year period ending on the date of the filing of this charge; and

c. In an amount not exceeding $50,000 for each discriminatory practice if the respondent has been adjudged to have committed 2 or more discriminatory housing practices during the 7-year period ending on the date of the issuing of this charge; except that if the acts constituting the discriminatory housing practice that is the object of the charge are committed by the same natural person who has been previously adjudged to have committed acts constituting a discriminatory housing practice, then the civil penalties set forth in paragraphs (g)(3)b. and c. of this section may be imposed without regard to the period of time within which any subsequent discriminatory housing practice occurred.

(4) No such order shall affect any contract, sale, encumbrance or lease consummated before the issuance of such order and involving a bona fide purchaser, encumbrancer or tenant without actual notice of the charge issued under this chapter.

(5) In the case of an order with respect to a discriminatory housing practice that occurred in the course of a business subject to a licensing or regulation by a governmental agency, the Division shall, not later than 30 days after the date of the issuance of such order (or, if such order is judicially reviewed, 30 days after such order is in substance affirmed upon such review):

a. Send copies of the findings of fact, conclusions of law and the order, to that governmental agency; and

b. Recommend to that governmental agency appropriate disciplinary action (including, where appropriate, a reprimand or the suspension or revocation of the license of the respondent).

(6) In the case of an order against a respondent against whom another order was issued within the preceding 5 years under this section, the Division shall send a copy of each such order to the Attorney General.

(7) If the Administrative Hearing Officer or Panel finds that the respondent has not engaged or is not about to engage in a discriminatory housing practice, as the case may be, such Administrative Hearing Officer or Panel shall enter an order dismissing the charge. The Division shall make public disclosure of each such dismissal.

(h) Service of final order. — The Commission shall cause the findings of fact and conclusions of law made with respect to any final order for relief under this section, together with a copy of such order, to be served on each aggrieved person and each respondent in the proceeding.

(i) Judicial review. — (1) Any party aggrieved by a final order for relief under this section granting or denying in whole or in part the relief sought may obtain a review of such order in the Superior Court in the county in which the discriminatory practice is alleged to have occurred pursuant to the civil rules of that Court and the Administrative Procedures Act [Chapter 101 of Title 29]. Filing of the petition for review shall be not later than 30 days after the order is entered.

(2) Any party to the proceeding before the Administrative Hearing Officer or Panel may intervene in the Superior Court in the appeal process.

(3) No objection not made before the Administrative Hearing Officer or Panel shall be considered by the Court, unless the failure or neglect to urge such objection is excused because of extraordinary circumstances or when the interests of justice so require.

(j) Court enforcement of administrative order upon petition by Commission. — (1) The Commission may petition the Court of Chancery in the county in which the discriminatory housing practice is alleged to have occurred or in which any respondent resides or transacts business for the enforcement of the order of the Administrative Hearing Officer or Panel and for appropriate temporary relief or restraining order, by filing in such Court a written petition requesting that such order be enforced and for appropriate temporary relief or restraining order.

(2) The Commission shall file in Court with the petition the record in the proceeding. A copy of such petition shall be forthwith transmitted by the Register in Chancery to the parties to the proceeding before the Administrative Hearing Officer or Panel.

(3) Upon the filing of a petition under this subsection, the Court may grant to the petitioner, or any other party, such temporary relief, restraining order or other order as the Court deems just and proper to enforce the Commission’s order.

(4) Any party to the proceeding before the Administrative Hearing Officer or Panel may intervene in the Court of Chancery in the enforcement process.

(k) Enforcement decree in absence of petition for review. — If no petition for review is filed under subsection (i) of this section before the expiration of 30 days after the date the order is entered, the findings of fact and order of the Administrative Hearing Officer or Panel shall be conclusive in connection with any petition for enforcement:

(1) Which is filed by the Commission under subsection (j) of this section after the end of such day; or

(2) Under subsection (l) of this section.

(l) Court enforcement of administrative order upon petition of any person entitled to relief. — If before the expiration of 60 days after the date of the order of the Administrative Hearing Officer or Panel is entered, no petition for review has been filed under subsection (i) of this section, and the Commission has not sought enforcement of the order under subsection (j) of this section, any person entitled to relief under the order may petition for a decree enforcing the order in the Court of Chancery in the county in which the discriminatory housing practice has occurred or is about to occur.

(m) Entry of decree. — The Register in Chancery for the Court in which a petition for enforcement is filed under subsection (k) or (l) of this section shall forthwith, upon order of the Court, enter a decree enforcing the order and shall transmit a copy of such decree to the Commission, the respondent named in the petition, and to any other parties to the proceeding before the Administrative Hearing Officer or Panel.

(n) Civil action for enforcement when election is made for such civil action. — (1) If an election is made under subsection (a) of this section, the Commission shall authorize a civil action on behalf of the aggrieved person or persons in the county in which the discriminatory practice is alleged to have occurred. The Commission shall immediately refer the matter to the Attorney General for appropriate action.

(2) Not later than 30 days after the Commission’s referral, the Attorney General, in the absence of any conflict of duty, shall pursue a civil action on behalf of the Commission in the name of the aggrieved person or persons.

(3) If the Attorney General does not commence a civil action, the Commission shall employ special counsel to pursue such action in accordance with § 2507 of Title 29. Whenever a civil action under this subsection will be pursued by special counsel, such action shall be commenced promptly after the Commission employs such counsel.

(4) Any aggrieved person with respect to the issues to be determined in a civil action under this subsection may intervene as of right in that civil action.

(5) In a civil action under this subsection, if the Court finds that a discriminatory housing practice has occurred or is about to occur, the Court may grant as relief any relief which a court could grant with respect to such discriminatory housing practice in a civil action under § 4613 or § 4614(d)(2)b. of this title. Any relief so granted that would accrue to an aggrieved person in a civil action commenced by that aggrieved person under § 4613 of this title shall also accrue to that aggrieved person in a civil action under this subsection. If monetary relief is sought for the benefit of an aggrieved person who does not intervene in the civil action, the Court shall not award such relief if that aggrieved person has not complied with discovery orders entered by the Court.

(o) Attorneys’ fees and expenses. — In any administrative proceeding brought under this section, or any court proceeding arising therefrom, the Administrative Hearing Officer, Panel or the court, as the case may be, in its discretion, may allow the prevailing aggrieved person or persons, which may include the State, costs, reasonable attorneys’ fees and expenses. The Administrative Hearing Officer, Panel or the Court, as the case may be, may order that the attorneys’ fees and expenses be paid directly to the attorney, who, when a Court enters the order, may enforce the order in the attorneys’ name.
6 Del. C. § 7-304 — Delaware Code / Title 6 / Article 7 / Part 3 / Section 7-304
§ Â
        7-304. Tangible bills of lading in a set.
Status: in_force

(a) Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection.

(b) If a tangible bill of lading is lawfully issued in a set of parts, each of which contains an identification code and is expressed to be valid only if the goods have not been delivered against any other part, the whole of the parts constitutes one bill.

(c) If a tangible negotiable bill of lading is lawfully issued in a set of parts and different parts are negotiated to different persons, the title of the holder to which the first due negotiation is made prevails as to both the document of title and the goods even if any later holder may have received the goods from the carrier in good faith and discharged the carrier’s obligation by surrendering its part.

(d) A person that negotiates or transfers a single part of a tangible bill of lading issued in a set is liable to holders of that part as if it were the whole set.

(e) The bailee shall deliver in accordance with Part 4 against the first presented part of a tangible bill of lading lawfully issued in a set. Delivery in this manner discharges the bailee’s obligation on the whole bill.
6 Del. C. § 15-114 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-114
§ Â
        15-114. Service of process on a partner and liquidating trustee.
Status: in_force

(a) A partner or a liquidating trustee of a partnership which is formed under the laws of the State of Delaware or doing business in the State of Delaware may be served with process in the manner prescribed in this section in all civil actions or proceedings brought in the State of Delaware involving or relating to the business of the partnership or a violation by the partner or the liquidating trustee of a duty to the partnership or any partner of the partnership, whether or not the partner or the liquidating trustee is a partner or a liquidating trustee at the time suit is commenced. A person who is at the time of the effectiveness of this section or who becomes a partner or a liquidating trustee of a partnership thereby consents to the appointment of the registered agent of the partnership (or, if there is none, the Secretary of State) as such person’s agent upon whom service of process may be made as provided in this section. Any process when so served shall be of the same legal force and validity as if served upon such partner or liquidating trustee within the State of Delaware and such appointment of the registered agent (or, if there is none, the Secretary of State) shall be irrevocable.

(b) Service of process shall be effected by serving the registered agent (or, if there is none, the Secretary of State) with 1 copy of such process in the manner provided by law for service of writs of summons. In the event service is made under this subsection upon the Secretary of State, the plaintiff shall pay to the Secretary of State the sum of $50 for the use of the State of Delaware, which sum shall be taxed as part of the costs of the proceeding if the plaintiff shall prevail therein. In addition, the Prothonotary or the Register in Chancery of the court in which the civil action or proceeding is pending shall, within 7 days of such service, deposit in the United States mails, by registered mail, postage prepaid, true and attested copies of the process, together with a statement that service is being made pursuant to this section, addressed to such partner or liquidating trustee at the partner’s or liquidating trustee’s address furnished to the Prothonotary or Register in Chancery by the person desiring to make service, which address shall be the partner’s or the liquidating trustee’s address as the same appears in any statement of the partnership or, if no such address appears, the partner’s or the liquidating trustee’s last known address.

(c) In any action in which any such partner or liquidating trustee has been served with process as hereinabove provided, the time in which a defendant shall be required to appear and file a responsive pleading shall be computed from the date of mailing by the Prothonotary or the Register in Chancery as provided in subsection (b) of the section; however, the court in which such action has been commenced may order such continuance or continuances as may be necessary to afford such partner or liquidating trustee reasonable opportunity to defend the action.

(d) In a written partnership agreement or other writing, a partner may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of the State of Delaware, or the exclusivity of arbitration in a specified jurisdiction or the State of Delaware, and to be served with legal process in the manner prescribed in such partnership agreement or other writing.

(e) Nothing herein contained limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.

(f) The Court of Chancery and the Superior Court may make all necessary rules respecting the form of process, the manner of issuance and return thereof and such other rules which may be necessary to implement this section and are not inconsistent with this section.
6 Del. C. § 2913 — Delaware Code / Title 6 / Chapter 29 / Section 2913
§ Â
        2913. Access to information.
Status: in_force

(a) Books and records. — Whenever the Office has reason to believe that a manufacturer has engaged in, is engaging in, or is about to engage in any practice in violation of the act or regulations, or in order to verify the accuracy of any information submitted to the Office, the Office may demand access to the books, records and data of the manufacturer. A manufacturer shall make such information available to the Office for inspection or copying during normal business hours unless otherwise agreed.

(b) Samples. — Any seller of fuels within the scope of this act shall, upon the request of the Office, provide samples of any motor fuel or special fuel for chemical analysis or other inspection, and reimbursement shall be made for the samples taken.

(c) Standard specification for fuels. — (1) Any motor fuel sold at retail or intended to be sold at retail in the State which does not meet or exceed American Society for Testing and Materials specifications for that type fuel and which causes “fuel-related performance problems” for the motoring public may be ordered corrected or removed from the marketplace.

(2) Violation of standards; stop sale. — If a sample taken by the Office and tested by a qualified laboratory finds the sample to be substandard for any of the reasons established as standards or limitations written herein, the Office shall issue a stop sale for all or any portion of the seller’s operation which is in violation until the violation has been corrected. The Office shall have the authority and duty to decide when the steps taken were sufficient to correct the violation and inform the seller of when sales may resume.

(3) Whenever the Office finds any person marketing petroleum products in violation of this act or its regulations and has issued a stop sale directing them to cease such violation and the violation continues, the Office shall refer the matter to the Attorney General and the Attorney General shall take appropriate legal action.
6 Del. C. § 3-103 — Delaware Code / Title 6 / Article 3 / Part 1 / Section 3-103
§ Â
        3-103. Definitions.
Status: in_force

(a) In this Article:

(1) “Acceptor” means a drawee who has accepted a draft.

(2) “Drawee” means a person ordered in a draft to make payment.

(3) “Drawer” means a person who signs or is identified in a draft as a person ordering payment.

(4) [Deleted.]

(5) “Maker” means a person who signs or is identified in a note as a person undertaking to pay.

(6) “Order” means a written instruction to pay money signed by the person giving the instruction. The instruction may be addressed to any person, including the person giving the instruction, or to one or more persons jointly or in the alternative but not in succession. An authorization to pay is not an order unless the person authorized to pay is also instructed to pay.

(7) “Ordinary care” in the case of a person engaged in business means observance of reasonable commercial standards, prevailing in the area in which the person is located, with respect to the business in which the person is engaged. In the case of a bank that takes an instrument for processing for collection or payment by automated means, reasonable commercial standards do not require the bank to examine the instrument if the failure to examine does not violate the bank’s prescribed procedures and the bank’s procedures do not vary unreasonably from general banking usage not disapproved by this Article or Article 4.

(8) “Party” means a party to an instrument.

(9) “Promise” means a written undertaking to pay money signed by the person undertaking to pay. An acknowledgment of an obligation by the obligor is not a promise unless the obligor also undertakes to pay the obligation.

(10) “Prove” with respect to a fact means to meet the burden of establishing the fact (Section 1-201(b)(8)).

(11) “Remitter” means a person who purchases an instrument from its issuer if the instrument is payable to an identified person other than the purchaser.

(b) Other definitions applying to this Article and the sections in which they appear are:

“Acceptance”. ________________Section 3-409.

“Accommodated party”. ________________Section 3-419.

“Accommodation party”. ________________Section 3-419.

“Alteration”. ________________Section 3-407.

“Anomalous indorsement”. ________________Section 3-205.

“Blank indorsement”. ________________Section 3-205.

“Cashier’s check”. ________________Section 3-104.

“Certificate of deposit”. ________________Section 3-104.

“Certified check”. ________________Section 3-409.

“Check”. ________________Section 3-104.

“Consideration”. ________________Section 3-303.

“Draft”. ________________Section 3-104.

“Holder in due course”. ________________Section 3-302.

“Incomplete instrument”. ________________Section 3-115.

“Indorsement”. ________________Section 3-204.

“Indorser”. ________________Section 3-204.

“Instrument”. ________________Section 3-104.

“Issue”. ________________Section 3-105.

“Issuer”. ________________Section 3-105.

“Negotiable instrument”. ________________Section 3-104.

“Negotiation”. ________________Section 3-201.

“Note”. ________________Section 3-104.

“Payable at a definite time”. ________________Section 3-108.

“Payable on demand”. ________________Section 3-108.

“Payable to bearer”. ________________Section 3-109.

“Payable to order”. ________________Section 3-109.

“Payment”. ________________Section 3-602.

“Person entitled to enforce”. ________________Section 3-301.

“Presentment”. ________________Section 3-501.

“Reacquisition”. ________________Section 3-207.

“Special indorsement”. ________________Section 3-205.

“Teller’s check”. ________________Section 3-104.

“Transfer of instrument”. ________________Section 3-203.

“Traveler’s check”. ________________Section 3-104.

“Value”. ________________Section 3-303.

(c) The following definitions in other Articles apply to this Article:

“Bank”. ________________Section 4-105.

“Banking day”. ________________Section 4-104.

“Clearing house”. ________________Section 4-104.

“Collecting bank”. ________________Section 4-105.

“Depositary bank”. ________________Section 4-105.

“Documentary draft”. ________________Section 4-104.

“Intermediary bank”. ________________Section 4-105.

“Item”. ________________Section 4-104.

“Payor bank”. ________________Section 4-105.

“Suspends payments”. ________________Section 4-104.

(d) In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
6 Del. C. § 2A-517 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-517
§ Â
        2A-517. Revocation of acceptance of goods.
Status: in_force

(1) A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if the lessee has accepted it:

(a) Except in the case of a finance lease, on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or

(b) Without discovery of the nonconformity if the lessee’s acceptance was reasonably induced either by the lessor’s assurances or, except in the case of a finance lease, by the difficulty of discovery before acceptance.

(2) Except in the case of a finance lease that is not a consumer lease, a lessee may revoke acceptance of a lot or commercial unit if the lessor defaults under the lease contract and the default substantially impairs the value of that lot or commercial unit to the lessee.

(3) If the lease agreement so provides, the lessee may revoke acceptance of a lot or commercial unit because of other defaults by the lessor.

(4) Revocation of acceptance must occur within a reasonable time after the lessee discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by the nonconformity. Revocation is not effective until the lessee notifies the lessor.

(5) A lessee who so revokes has the same rights and duties with regard to the goods involved as if the lessee had rejected them.
6 Del. C. § 4A-505 — Delaware Code / Title 6 / Article 4A / Part 5 / Section 4A-505
§ Â
        4A-505. Preclusion of objection to debit of customerâs account.
Status: in_force

If a receiving bank has received payment from its customer with respect to a payment order issued in the name of the customer as sender and accepted by the bank, and the customer received notification reasonably identifying the order, the customer is precluded from asserting that the bank is not entitled to retain the payment unless the customer notifies the bank of the customer’s objection to the payment within one year after the notification was received by the customer.
6 Del. C. § 7-205 — Delaware Code / Title 6 / Article 7 / Part 2 / Section 7-205
§ Â
        7-205. Title under warehouse receipt defeated in certain cases.
Status: in_force

A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated.
6 Del. C. § 2A-407 — Delaware Code / Title 6 / Article 2A / Part 4 / Section 2A-407
§ Â
        2A-407. Irrevocable promises: Finance leases.
Status: in_force

(1) In the case of a finance lease that is not a consumer lease the lessee’s promises under the lease contract become irrevocable and independent upon the lessee’s acceptance of the goods.

(2) A promise that has become irrevocable and independent under subsection (1):

(a) Is effective and enforceable between the parties, and by or against third parties including assignees of the parties, and

(b) Is not subject to cancellation, termination, modification, repudiation, excuse, or substitution without the consent of the party to whom the promise runs.

(3) This section does not affect the validity under any other law of a covenant in any lease contract making the lessee’s promises irrevocable and independent upon the lessee’s acceptance of the goods.
6 Del. C. § 15-208 — Delaware Code / Title 6 / Chapter 15 / Subchapter II / Section 15-208
§ Â
        15-208. 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. § 3-310 — Delaware Code / Title 6 / Article 3 / Part 3 / Section 3-310
§ Â
        3-310. Effect of instrument on obligation for which taken.
Status: in_force

(a) Unless otherwise agreed, if a certified check, cashier’s check, or teller’s check is taken for an obligation, the obligation is discharged to the same extent discharge would result if an amount of money equal to the amount of the instrument were taken in payment of the obligation. Discharge of the obligation does not affect any liability that the obligor may have as an indorser of the instrument.

(b) Unless otherwise agreed and except as provided in subsection (a), if a note or an uncertified check is taken for an obligation, the obligation is suspended to the same extent the obligation would be discharged if an amount of money equal to the amount of the instrument were taken, and the following rules apply:

(1) In the case of an uncertified check, suspension of the obligation continues until dishonor of the check or until it is paid or certified. Payment or certification of the check results in discharge of the obligation to the extent of the amount of the check.

(2) In the case of a note, suspension of the obligation continues until dishonor of the note or until it is paid. Payment of the note results in discharge of the obligation to the extent of the payment.

(3) Except as provided in paragraph (4), if the check or note is dishonored and the obligee of the obligation for which the instrument was taken is the person entitled to enforce the instrument, the obligee may enforce either the instrument or the obligation. In the case of an instrument of a third person which is negotiated to the obligee by the obligor, discharge of the obligor on the instrument also discharges the obligation.

(4) If the person entitled to enforce the instrument taken for an obligation is a person other than the obligee, the obligee may not enforce the obligation to the extent the obligation is suspended. If the obligee is the person entitled to enforce the instrument but no longer has possession of it because it was lost, stolen, or destroyed, the obligation may not be enforced to the extent of the amount payable on the instrument, and to that extent the obligee’s rights against the obligor are limited to enforcement of the instrument.

(c) If an instrument other than one described in subsection (a) or (b) is taken for an obligation, the effect is (i) that stated in subsection (a) if the instrument is one on which a bank is liable as maker or acceptor, or (ii) that stated in subsection (b) in any other case.
6 Del. C. § 9-102 — Delaware Code / Title 6 / Article 9 / Part 1 / Section 9-102
§ Â
        9-102. Definitions and index of definitions.
Status: reserved

(a) Article 9 definitions. — In this Article:

(1) “Accession” means goods that are physically united with other goods in such a manner that the identity of the original goods is not lost.

(2) “Account”, except as used in “account for”, “account statement”, “account to”, “commodity account” in paragraph (14), “customer’s account”, “deposit account” in paragraph (29), “on account of”, and “statement of account”, means (i) a right to payment of a monetary obligation, whether or not earned by performance, (A) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (B) for services rendered or to be rendered, (C) for a policy of insurance issued or to be issued, (D) for a secondary obligation incurred or to be incurred, (E) for energy provided or to be provided, (F) for the use or hire of a vessel under a charter or other contract, (G) arising out of the use of a credit or charge card or information contained on or for use with the card, or (H) as winnings in a lottery or other game of chance operated or sponsored by a State, governmental unit of a State, or person licensed or authorized to operate the game by a State or governmental unit of a State or (ii) any credit device account. The term includes controllable accounts and health-care-insurance receivables. The term does not include (i) chattel paper, (ii) commercial tort claims, (iii) deposit accounts, (iv) investment property, (v) letter-of-credit rights or letters of credit, (vi) rights to payment for money or funds advanced or sold, other than rights arising out of (A) the use of a credit or charge card or information contained on or for use with the card or (B) a credit device account, or (vii) rights to payment evidenced by an instrument.

(3) “Account debtor” means a person obligated on an account, chattel paper, or general intangible. The term does not include persons obligated to pay a negotiable instrument, even if the negotiable instrument evidences chattel paper.

(4) “Accounting”, except as used in “accounting for”, means a record:

(A) signed by a secured party;

(B) indicating the aggregate unpaid secured obligations as of a date not more than 35 days earlier or 35 days later than the date of the record; and

(C) identifying the components of the obligations in reasonable detail.

(5) “Agricultural lien” means an interest, other than a security interest, in farm products:

(A) which secures payment or performance of an obligation for:

(i) goods or services furnished in connection with a debtor’s farming operation; or

(ii) rent on real property leased by a debtor in connection with its farming operation;

(B) which is created by statute in favor of a person that:

(i) in the ordinary course of its business furnished goods or services to a debtor in connection with a debtor’s farming operation; or

(ii) leased real property to a debtor in connection with the debtor’s farming operation; and

(C) whose effectiveness does not depend on the person’s possession of the personal property.

(6) “As-extracted collateral” means:

(A) oil, gas, or other minerals that are subject to a security interest that:

(i) is created by a debtor having an interest in the minerals before extraction; and

(ii) attaches to the minerals as extracted; or

(B) accounts arising out of the sale at the wellhead or minehead of oil, gas, or other minerals in which the debtor had an interest before extraction.

(7) [Reserved.]

(7A) “Assignee”, except as used in “assignee for benefit of creditors”, means a person (i) in whose favor a security interest that secures an obligation is created or provided for under a security agreement, whether or not the obligation is outstanding or (ii) to which an account, chattel paper, payment intangible, or promissory note has been sold. The term includes a person to which a security interest has been transferred by a secured party.

(7B) “Assignor” means a person that (i) under a security agreement creates or provides for a security interest that secures an obligation or (ii) sells an account, chattel paper, payment intangible, or promissory note. The term includes a secured party that has transferred a security interest to another person.

(8) “Bank” means an organization that is engaged in the business of banking. The term includes savings banks, savings and loan associations, credit unions, and trust companies.

(9) “Cash proceeds” means proceeds that are money, checks, deposit accounts, or the like.

(10) “Certificate of title” means a certificate of title with respect to which a statute provides for the security interest in question to be indicated on the certificate as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral. The term includes another record maintained as an alternative to a certificate of title by the governmental unit that issues certificates of title if a statute permits the security interest in question to be indicated on the record as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral.

(11) “Chattel paper” means:

(A) a right to payment of a monetary obligation secured by specific goods, if the right to payment and security agreement are evidenced by a record; or

(B) a right to payment of a monetary obligation owed by a lessee under a lease agreement with respect to specific goods and a monetary obligation owed by the lessee in connection with the transaction giving rise to the lease, if:

(i) the right to payment and lease agreement are evidenced by a record; and

(ii) the predominant purpose of the transaction giving rise to the lease was to give the lessee the right to possession and use of the goods.

The term does not include a right to payment arising out of a charter or other contract involving the use or hire of a vessel or a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card.

(12) “Collateral” means the property subject to a security interest or agricultural lien. The term includes:

(A) proceeds to which a security interest attaches;

(B) accounts, chattel paper, payment intangibles, and promissory notes that have been sold; and

(C) goods that are the subject of a consignment.

(13) “Commercial tort claim” means a claim arising in tort with respect to which:

(A) the claimant is an organization; or

(B) the claimant is an individual and the claim:

(i) arose in the course of the claimant’s business or profession; and

(ii) does not include damages arising out of personal injury to or the death of an individual.

(14) “Commodity account” means an account maintained by a commodity intermediary in which a commodity contract is carried for a commodity customer.

(15) “Commodity contract” means a commodity futures contract, an option on a commodity futures contract, a commodity option, or another contract if the contract or option is:

(A) traded on or subject to the rules of a board of trade that has been designated as a contract market for such a contract pursuant to federal commodities laws; or

(B) traded on a foreign commodity board of trade, exchange, or market, and is carried on the books of a commodity intermediary for a commodity customer.

(16) “Commodity customer” means a person for which a commodity intermediary carries a commodity contract on its books.

(17) “Commodity intermediary” means a person that:

(A) is registered as a futures commission merchant under federal commodities law; or

(B) in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities law.

(18) “Communicate” means:

(A) to send a written or other tangible record;

(B) to transmit a record by any means agreed upon by the persons sending and receiving the record; or

(C) in the case of transmission of a record to or by a filing office, to transmit a record by any means prescribed by filing-office rule.

(19) “Consignee” means a merchant to which goods are delivered in a consignment.

(20) “Consignment” means a transaction, regardless of its form, in which a person delivers goods to a merchant for the purpose of sale and:

(A) the merchant:

(i) deals in goods of that kind under a name other than the name of the person making delivery;

(ii) is not an auctioneer; and

(iii) is not generally known by its creditors to be substantially engaged in selling the goods of others;

(B) with respect to each delivery, the aggregate value of the goods is $1,000 or more at the time of delivery;

(C) the goods are not consumer goods immediately before delivery; and

(D) the transaction does not create a security interest that secures an obligation.

(21) “Consignor” means a person that delivers goods to a consignee in a consignment.

(22) “Consumer debtor” means a debtor in a consumer transaction.

(23) “Consumer goods” means goods that are used or bought for use primarily for personal, family, or household purposes.

(24) “Consumer-goods transaction” means a consumer transaction in which:

(A) an individual incurs an obligation primarily for personal, family, or household purposes; and

(B) a security interest in consumer goods secures the obligation.

(25) “Consumer obligor” means an obligor who is an individual and who incurred the obligation as part of a transaction entered into primarily for personal, family, or household purposes.

(26) “Consumer transaction” means a transaction in which (i) an individual incurs an obligation primarily for personal, family, or household purposes, (ii) a security interest secures the obligation, and (iii) the collateral is held or acquired primarily for personal, family, or household purposes. The term includes consumer-goods transactions.

(27) “Continuation statement” means an amendment of a financing statement which:

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

(B) indicates that it is a continuation statement for, or that it is filed to continue the effectiveness of, the identified financing statement.

(27A) “Credit device account” means any right to payment for money due or to become due under any agreement or plan relating to a credit card, charge card or other similar system, pursuant to which access is provided by a card, check, identification code or other means of identification or access contemplated by such agreement or plan.

(27B) “Controllable account” means an account evidenced by a controllable electronic record that provides that the account debtor undertakes to pay the person that has control under Section 12-105 of the controllable electronic record.

(27C) “Controllable payment intangible” means a payment intangible evidenced by a controllable electronic record that provides that the account debtor undertakes to pay the person that has control under Section 12-105 of the controllable electronic record.

(28) “Debtor” means:

(A) a person having an interest, other than a security interest or other lien, in the collateral, whether or not the person is an obligor;

(B) a seller of accounts, chattel paper, payment intangibles, or promissory notes; or

(C) a consignee.

(29) “Deposit account” means a demand, time, savings, passbook, or similar account maintained with a bank. The term does not include investment property or accounts evidenced by an instrument.

(30) “Document” means a document of title or a receipt of the type described in Section 7-201(b).

(31) [Reserved.]

(31A) “Electronic money” means money in an electronic form.

(32) “Encumbrance” means a right, other than an ownership interest, in real property. The term includes mortgages and other liens on real property.

(33) “Equipment” means goods other than inventory, farm products, or consumer goods.

(34) “Farm products” means goods, other than standing timber, with respect to which the debtor is engaged in a farming operation and which are:

(A) crops grown, growing, or to be grown, including:

(i) crops produced on trees, vines, and bushes; and

(ii) aquatic goods produced in aquacultural operations;

(B) livestock, born or unborn, including aquatic goods produced in aquacultural operations;

(C) supplies used or produced in a farming operation; or

(D) products of crops or livestock in their unmanufactured states.

(35) “Farming operation” means raising, cultivating, propagating, fattening, grazing, or any other farming, livestock, or aquacultural operation.

(36) “File number” means the number assigned to an initial financing statement pursuant to Section 9-519(a).

(37) “Filing office” means an office designated in Section 9-501 as the place to file a financing statement.

(38) “Filing-office rule” means a rule adopted pursuant to Section 9-526.

(39) “Financing statement” means a record or records composed of an initial financing statement and any filed record relating to the initial financing statement.

(40) “Fixture filing” means the filing of a financing statement covering goods that are or are to become fixtures and satisfying Section 9-502(a) and (b). The term includes the filing of a financing statement covering goods of a transmitting utility which are or are to become fixtures.

(41) “Fixtures” means goods that have become so related to particular real property that an interest in them arises under real property law.

(42) “General intangible” means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction. The term includes controllable electronic records, payment intangibles, and software.

(43) [Reserved.]

(44) “Goods” means all things that are movable when a security interest attaches. The term includes (i) fixtures, (ii) standing timber that is to be cut and removed under a conveyance or contract for sale, (iii) the unborn young of animals, (iv) crops grown, growing, or to be grown, even if the crops are produced on trees, vines, or bushes, and (v) manufactured homes. The term also includes a computer program embedded in goods and any supporting information provided in connection with a transaction relating to the program if (i) the program is associated with the goods in such a manner that it customarily is considered part of the goods, or (ii) by becoming the owner of the goods, a person acquires a right to use the program in connection with the goods. The term does not include a computer program embedded in goods that consist solely of the medium in which the program is embedded. The term also does not include accounts, chattel paper, commercial tort claims, deposit accounts, documents, general intangibles, instruments, investment property, letter-of-credit rights, letters of credit, money, or oil, gas, or other minerals before extraction.

(45) “Governmental unit” means a subdivision, agency, department, county, parish, municipality, or other unit of the government of the United States, a State, or a foreign country. The term includes an organization having a separate corporate existence if the organization is eligible to issue debt on which interest is exempt from income taxation under the laws of the United States.

(46) “Health-care-insurance receivable” means an interest in or claim under a policy of insurance which is a right to payment of a monetary obligation for health-care goods or services provided.

(47) “Instrument” means a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary indorsement or assignment. The term does not include (i) investment property, (ii) letters of credit, or (iii) writings that evidence a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card, or (iv) writings that evidence chattel paper.

(48) “Inventory” means goods, other than farm products, which:

(A) are leased by a person as lessor;

(B) are held by a person for sale or lease or to be furnished under a contract of service;

(C) are furnished by a person under a contract of service; or

(D) consist of raw materials, work in process, or materials used or consumed in a business.

(49) “Investment property” means a security, whether certificated or uncertificated, security entitlement, securities account, commodity contract, or commodity account.

(50) “Jurisdiction of organization”, with respect to a registered organization, means the jurisdiction under whose law the organization is formed or organized.

(51) “Letter-of-credit right” means a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance. The term does not include the right of a beneficiary to demand payment or performance under a letter of credit.

(52) “Lien creditor” means:

(A) a creditor that has acquired a lien on the property involved by attachment, levy, or the like;

(B) an assignee for benefit of creditors from the time of assignment;

(C) a trustee in bankruptcy from the date of the filing of the petition; or

(D) a receiver in equity from the time of appointment.

(53) “Manufactured home” means a structure, transportable in one or more sections, which, in the traveling mode, is eight body feet or more in width or 40 body feet or more in length, or, when erected on site, is 320 or more square feet, and which is built on a permanent chassis and designed to be used as a dwelling with or without a permanent foundation when connected to the required utilities, and includes the plumbing, heating, air-conditioning, and electrical systems contained therein. The term includes any structure that meets all of the requirements of this paragraph except the size requirements and with respect to which the manufacturer voluntarily files a certification required by the United States Secretary of Housing and Urban Development and complies with the standards established under Title 42 of the United States Code.

(54) “Manufactured-home transaction” means a secured transaction:

(A) that creates a purchase-money security interest in a manufactured home, other than a manufactured home held as inventory; or

(B) in which a manufactured home, other than a manufactured home held as inventory, is the primary collateral.

(54A) “Money” has the meaning in Section 1-201(b)(24), but does not include (i) a deposit account or (ii) money in an electronic form that cannot be subjected to control under Section 9-105A.

(55) “Mortgage” means a consensual interest in real property, including fixtures, which secures payment or performance of an obligation.

(56) “New debtor” means a person that becomes bound as debtor under Section 9-203(d) by a security agreement previously entered into by another person.

(57) “New value” means (i) money, (ii) money’s worth in property, services, or new credit, or (iii) release by a transferee of an interest in property previously transferred to the transferee. The term does not include an obligation substituted for another obligation.

(58) “Noncash proceeds” means proceeds other than cash proceeds.

(59) “Obligor” means a person that, with respect to an obligation secured by a security interest in or an agricultural lien on the collateral, (i) owes payment or other performance of the obligation, (ii) has provided property other than the collateral to secure payment or other performance of the obligation, or (iii) is otherwise accountable in whole or in part for payment or other performance of the obligation. The term does not include issuers or nominated persons under a letter of credit.

(60) “Original debtor”, except as used in Section 9-310(c), means a person that, as debtor, entered into a security agreement to which a new debtor has become bound under Section 9-203(d).

(61) “Payment intangible” means a general intangible under which the account debtor’s principal obligation is a monetary obligation. The term includes a controllable payment intangible.

(62) “Person related to”, with respect to an individual, means:

(A) the spouse of the individual;

(B) a brother, brother-in-law, sister, or sister-in-law of the individual;

(C) an ancestor or lineal descendant of the individual or the individual’s spouse; or

(D) any other relative, by blood or marriage, of the individual or the individual’s spouse who shares the same home with the individual.

(63) “Person related to”, with respect to an organization, means:

(A) a person directly or indirectly controlling, controlled by, or under common control with the organization;

(B) an officer or director of, or a person performing similar functions with respect to, the organization;

(C) an officer or director of, or a person performing similar functions with respect to, a person described in subparagraph (A);

(D) the spouse of an individual described in subparagraph (A), (B), or (C); or

(E) an individual who is related by blood or marriage to an individual described in subparagraph (A), (B), (C), or (D) and shares the same home with the individual.

(64) “Proceeds”, except as used in Section 9-609(b), means the following property:

(A) whatever is acquired upon the sale, lease, license, exchange, or other disposition of collateral;

(B) whatever is collected on, or distributed on account of, collateral;

(C) rights arising out of collateral;

(D) to the extent of the value of collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the collateral; or

(E) to the extent of the value of collateral and to the extent payable to the debtor or the secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the collateral.

(65) “Promissory note” means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.

(66) “Proposal” means a record signed by a secured party which includes the terms on which the secured party is willing to accept collateral in full or partial satisfaction of the obligation it secures pursuant to Sections 9-620, 9-621, and 9-622.

(67) “Public-finance transaction” means a secured transaction in connection with which:

(A) debt securities are issued;

(B) all or a portion of the securities issued have an initial stated maturity of at least 20 years; and

(C) the debtor, obligor, secured party, account debtor or other person obligated on collateral, assignor or assignee of a secured obligation, or assignor or assignee of a security interest is a State or a governmental unit of a State.

(68) “Public organic record” means a record that is available to the public for inspection and is:

(A) a record consisting of the record initially filed with or issued by a State or the United States to form or organize an organization and any record filed with or issued by the State or the United States which amends, restates, or corrects the initial record;

(B) an organic record of a business trust consisting of the record initially filed with a State and any record filed with the State which amends, restates, or corrects the initial record, if a statute of the State governing business trusts requires that the record be filed with the State; or

(C) a record consisting of legislation enacted by the legislature of a State or the Congress of the United States which forms or organizes an organization, any record amending the legislation, and any record filed with or issued by the State or the United States which amends, restates, or corrects the name of the organization.

(69) “Pursuant to commitment”, with respect to an advance made or other value given by a secured party, means pursuant to the secured party’s obligation, whether or not a subsequent event of default or other event not within the secured party’s control has relieved or may relieve the secured party from its obligation.

(70) “Record”, except as used in “for record”, “of record”, “record or legal title”, and “record owner”, means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

(71) “Registered organization” means an organization formed or organized solely under the law of a single State or the United States by the filing of a public organic record with, the issuance of a public organic record by, or the enactment of legislation by the State or the United States. The term includes a business trust that is formed or organized under the law of a single State if a statute of the State governing business trusts requires that the business trust’s organic record be filed with the State. The term also includes a series of a registered organization if the series is an organization formed or organized under the law of a single State and the statute of the State governing the series requires that the public organic record of the series be filed with the State.

(72) “Secondary obligor” means an obligor to the extent that:

(A) the obligor’s obligation is secondary; or

(B) the obligor has a right of recourse with respect to an obligation secured by collateral against the debtor, another obligor, or property of either.

(73) “Secured party” means:

(A) a person in whose favor a security interest is created or provided for under a security agreement, whether or not any obligation to be secured is outstanding;

(B) a person that holds an agricultural lien;

(C) a consignor;

(D) a person to which accounts, chattel paper, payment intangibles, or promissory notes have been sold;

(E) a trustee, indenture trustee, agent, collateral agent, or other representative in whose favor a security interest or agricultural lien is created or provided for; or

(F) a person that holds a security interest arising under Section 2-401, 2-505, 2-711(3), 2A-508(5), 4-210, or 5-118.

(74) “Security agreement” means an agreement that creates or provides for a security interest.

(75) [Reserved.]

(76) “Software” means a computer program and any supporting information provided in connection with a transaction relating to the program. The term does not include a computer program that is included in the definition of goods.

(77) “State” means a State of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(78) “Supporting obligation” means a letter-of-credit right or secondary obligation that supports the payment or performance of an account, chattel paper, a document, a general intangible, an instrument, or investment property.

(79) [Reserved.]

(79A) “Tangible money” means money in a tangible form.

(80) “Termination statement” means an amendment of a financing statement which:

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

(B) indicates either that it is a termination statement or that the identified financing statement is no longer effective.

(81) “Transmitting utility” means a person primarily engaged in the business of:

(A) operating a railroad, subway, street railway, or trolley bus;

(B) transmitting communications electrically, electromagnetically, or by light;

(C) transmitting goods by pipeline or sewer; or

(D) transmitting or producing and transmitting electricity, steam, gas, or water.

(b) Definitions in other Articles. — “Control” as provided in Section 7-106 and the following definitions in other Articles apply to this Article:

(c) Article 1 definitions and principles. — Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
6 Del. C. § 4301 — Delaware Code / Title 6 / Chapter 43 / Subchapter I / Section 4301
§ Â
        4301. Definitions.
Status: in_force

Unless the context or subject matter otherwise requires, the definitions given in this section govern the construction of this chapter.

(1) “Cash sale price” means the cash sale price stated in a retail installment contract for which the seller would sell or furnish to the buyer and the buyer would buy or obtain from the seller the goods or services which are the subject matter of a retail installment contract if the sale were a sale for cash instead of a retail installment sale. The cash sale price may include any taxes and cash sale prices for accessories and services, if any, included in a retail installment sale.

(2) “Financing agency” means a person engaged in this State in whole or in part in the business of purchasing retail installment contracts, or installment accounts from 1 or more retail sellers. The term includes, but is not limited, to a bank, trust company, private banker, or investment company, if so engaged.

(3) “Goods” mean tangible chattels bought for use primarily for personal, family or household purposes, as distinguished from commercial or agricultural purposes, including certificates or coupons exchangeable for such goods, and including goods which, at the time of the sale or subsequently are to be affixed to real property as to become a part of such real property whether or not severable therefrom, but does not include any motor vehicle which for the purposes of this chapter shall mean any device propelled or drawn by any power other than muscular power, in, upon, or by which any person or property is, or may be transported or drawn upon a highway.

(4) “Holder” means the retail seller who acquires a retail installment contract or installment account executed, incurred or entered into by a retail buyer, or if the contract or installment account is purchased by a financing agency or other assignee, the financing agency or other assignee. The term does not include the pledgee of or the holder of a security interest in an aggregate number of such contracts or installment accounts to secure a bona fide loan thereon, unless the pledgee shall have perfected the pledgee’s rights after default by his or her pledgor.

(5) “Official fees” means the fees required by law and actually to be paid to the appropriate public officer to perfect a lien or other security interest, on or in goods, retained or taken by a seller under a retail installment contract or installment account.

(6) “Person” means an individual, partnership, corporation, association or other group, however organized.

(7) “Retail buyer” or “buyer” means a person who buys goods or obtains services from a retail seller in a retail installment sale and not principally for the purpose of resale.

(8) “Retail installment account” or “installment account” or “revolving account” means an account established by an agreement entered into in this State, pursuant to which the buyer promises to pay, in installments, to a retail seller, the outstanding balance incurred in retail installment sales, whether or not a security interest in the goods sold is retained by the seller, and which provides for a service charge which is expressed as a percent of the periodic balances to accrue thereafter providing such charge is not capitalized or stated as a dollar amount in such agreement and includes those accounts established with banks or others operating a credit card system pursuant to which a cardholder purchases goods or services from participating merchants and others.

(9) “Retail installment contract” or “contract” means any contract for a retail installment sale between a buyer and seller, entered into or performed in this State, which provides for repayment in installments, whether or not such contract contains a title retention provision, and in which a time price differential is computed upon and added to the unpaid balance at the time of sale or where no time price differential is added but the goods or services are available at a lesser price if paid by cash. When taken or given in connection with a retail installment sale, the term includes but is not limited to a chattel mortgage, a conditional sales contract and a contract for the bailment or leasing of goods by which the bailee or lessee contracts to pay as compensation for their use a sum substantially equivalent to or in excess of their value and by which it is agreed that the bailee or lessee is bound to become, or has the option of becoming, the owner of the goods upon full compliance with the terms of the contract.

(10) “Retail installment sale” or “sale” means the sale of goods or the furnishing of services by a retail seller to a retail buyer for a time sale price payable in installments.

(11) “Retail seller” or “seller” means a person engaged in the business of selling goods or furnishing services to retail buyers and, as used in subchapter IX of this chapter dealing with retail installment accounts, includes a bank or others operating a credit card system pursuant to which a cardholder purchases goods or services from participating merchants and others.

(12) “Services” mean work, labor and services, for other than a commercial or business use, including services furnished in connection with the improvement of real property but does not include the services for which the tariffs, rates, charges, costs or expenses, including in each instance the time sale price, is required by law to be filed with the approval by the federal government or any official department, division, commission or agency of the United States.

(13) “Time balance” means the total of the unpaid balance and the amount of the service charge, if any.

(14) “Time price differential” or “service charge” means the amount however denominated or expressed which the retail buyer contracts to pay or pays for the privilege of purchasing goods or services to be paid for by the buyer in installments; it does not include the amounts, if any, charged for insurance premiums, delinquency charges, attorney’s fees, court costs, collection expenses or official fees. Wherever either of such terms is required to be used under the provisions of this chapter the other may be used interchangeably.

(15) “Time sale price” means the total of the cash sale price of the goods or services, and the amounts, if any, included for insurance, official fees and service charge.

(16) “Unpaid balance” means the cash sale price of the goods or services which are the subject matter of the retail installment sale, plus the amounts, if any, included in a retail installment sale for insurance and official fees, minus the amount of the buyer’s down payment in money or goods.
6 Del. C. § 18-112 — Delaware Code / Title 6 / Chapter 18 / Subchapter I / Section 18-112
§ Â
        18-112. Judicial cancellation of certificate of formation; proceedings.
Status: in_force

(a) Upon motion by the Attorney General, the Court of Chancery shall have jurisdiction to cancel the certificate of formation of any domestic limited liability company for abuse or misuse of its limited liability company powers, privileges or existence. The Attorney General shall proceed for this purpose in the Court of Chancery.

(b) The Court of Chancery shall have power, by appointment of trustees, receivers or otherwise, to administer and wind up the affairs of any domestic limited liability company whose certificate of formation shall be canceled by the Court of Chancery under this section, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its members and creditors.
6 Del. C. § 4A-207 — Delaware Code / Title 6 / Article 4A / Part 2 / Section 4A-207
§ Â
        4A-207. Misdescription of beneficiary.
Status: in_force

(a) Subject to subsection (b), if, in a payment order received by the beneficiary’s bank, the name, bank account number, or other identification of the beneficiary refers to a nonexistent or unidentifiable person or account, no person has rights as a beneficiary of the order and acceptance of the order cannot occur.

(b) If a payment order received by the beneficiary’s bank identifies the beneficiary both by name and by an identifying or bank account number and the name and number identify different persons, the following rules apply:

(1) Except as otherwise provided in subsection (c), if the beneficiary’s bank does not know that the name and number refer to different persons, it may rely on the number as the proper identification of the beneficiary of the order. The beneficiary’s bank need not determine whether the name and number refer to the same person.

(2) If the beneficiary’s bank pays the person identified by name or knows that the name and number identify different persons, no person has rights as beneficiary except the person paid by the beneficiary’s bank if that person was entitled to receive payment from the originator of the funds transfer. If no person has rights as beneficiary, acceptance of the order cannot occur.

(c) If (i) a payment order described in subsection (b) is accepted, (ii) the originator’s payment order described the beneficiary inconsistently by name and number, and (iii) the beneficiary’s bank pays the person identified by number as permitted by subsection (b)(1), the following rules apply:

(1) If the originator is a bank, the originator is obliged to pay its order.

(2) If the originator is not a bank and proves that the person identified by number was not entitled to receive payment from the originator, the originator is not obliged to pay its order unless the originator’s bank proves that the originator, before acceptance of the originator’s order, had notice that payment of a payment order issued by the originator might be made by the beneficiary’s bank on the basis of an identifying or bank account number even if it identifies a person different from the named beneficiary. Proof of notice may be made by any admissible evidence. The originator’s bank satisfies the burden of proof if it proves that the originator, before the payment order was accepted, signed a record stating the information to which the notice relates.

(d) In a case governed by subsection (b)(1), if the beneficiary’s bank rightfully pays the person identified by number and that person was not entitled to receive payment from the originator, the amount paid may be recovered from that person to the extent allowed by the law governing mistake and restitution as follows:

(1) If the originator is obliged to pay its payment order as stated in subsection (c), the originator has the right to recover.

(2) If the originator is not a bank and is not obliged to pay its payment order, the originator’s bank has the right to recover.
6 Del. C. § 18-109 — Delaware Code / Title 6 / Chapter 18 / Subchapter I / Section 18-109
§ Â
        18-109. Service of process on managers and liquidating trustees.
Status: in_force

(a) A manager or a liquidating trustee of a limited liability company may be served with process in the manner prescribed in this section in all civil actions or proceedings brought in the State of Delaware involving or relating to the business of the limited liability company or a violation by the manager or the liquidating trustee of a duty to the limited liability company or any member of the limited liability company, whether or not the manager or the liquidating trustee is a manager or a liquidating trustee at the time suit is commenced. A manager’s or a liquidating trustee’s serving as such constitutes such person’s consent to the appointment of the registered agent of the limited liability company (or, if there is none, the Secretary of State) as such person’s agent upon whom service of process may be made as provided in this section. Such service as a manager or a liquidating trustee shall signify the consent of such manager or liquidating trustee that any process when so served shall be of the same legal force and validity as if served upon such manager or liquidating trustee within the State of Delaware and such appointment of the registered agent (or, if there is none, the Secretary of State) shall be irrevocable. As used in this subsection (a) and in subsections (b), (c) and (d) of this section, the term “manager” refers (i) to a person who is a manager as defined in § 18-101 of this title and (ii) to a person, whether or not a member of a limited liability company, who, although not a “manager” as defined in § 18-101 of this title, participates materially in the management of the limited liability company; provided however, that the power to elect or otherwise select or to participate in the election or selection of a person to be a “manager” as defined in § 18-101 of this title shall not, by itself, constitute participation in the management of the limited liability company.

(b) Service of process shall be effected by serving the registered agent (or, if there is none, the Secretary of State) with 1 copy of such process in the manner provided by law for service of writs of summons. In the event service is made under this subsection upon the Secretary of State, the plaintiff shall pay to the Secretary of State the sum of $50 for the use of the State of Delaware, which sum shall be taxed as part of the costs of the proceeding if the plaintiff shall prevail therein. In addition, the Prothonotary or the Register in Chancery of the court in which the civil action or proceeding is pending shall, within 7 days of such service, deposit in the United States mails, by registered mail, postage prepaid, true and attested copies of the process, together with a statement that service is being made pursuant to this section, addressed to such manager or liquidating trustee at the principal place of business of the limited liability company (if such address is known) and at the manager’s or liquidating trustee’s address last known to the party desiring to make such service.

(c) In any action in which any such manager or liquidating trustee has been served with process as hereinabove provided, the time in which a defendant shall be required to appear and file a responsive pleading shall be computed from the date of mailing by the Prothonotary or the Register in Chancery as provided in subsection (b) of this section; however, the court in which such action has been commenced may order such continuance or continuances as may be necessary to afford such manager or liquidating trustee reasonable opportunity to defend the action.

(d) In a written limited liability company agreement or other writing, a manager or member may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of the State of Delaware, or the exclusivity of arbitration in a specified jurisdiction or the State of Delaware, and to be served with legal process in the manner prescribed in such limited liability company agreement or other writing. Except by agreeing to arbitrate any arbitrable matter in a specified jurisdiction or in the State of Delaware, a member who is not a manager may not waive its right to maintain a legal action or proceeding in the courts of the State of Delaware with respect to matters relating to the organization or internal affairs of a limited liability company.

(e) Nothing herein contained limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.

(f) The Court of Chancery and the Superior Court may make all necessary rules respecting the form of process, the manner of issuance and return thereof and such other rules which may be necessary to implement this section and are not inconsistent with this section.
6 Del. C. § 4309 — Delaware Code / Title 6 / Chapter 43 / Subchapter II / Section 4309
§ Â
        4309. Copy of signed contract to be furnished to buyer; acknowledgment by buyer.
Status: reserved

The seller shall deliver or mail to the buyer, at the address shown on the contract, a legible copy thereof completed, in accordance with the provisions of this chapter. Until the seller does so, the buyer shall be obligated to pay only the cash sale price. Any acknowledgment by the buyer of delivery of a copy of the contract shall be printed or written in a size equal to at least 10-point bold type and, if contained in the contract shall also appear directly above the space reserved for the buyer’s signature. The buyer’s written acknowledgement, conforming to the requirements of this section of delivery of a copy of a contract, shall be a conclusive presumption of such delivery and of compliance with this section and § 4306 of this title, in any action or proceeding by or against an assignee of the contract without knowledge to the contrary when the assignee purchases the contract.
6 Del. C. § 9-805 — Delaware Code / Title 6 / Article 9 / Part 8 / Section 9-805
§ Â
        9-805. Effectiveness of action taken before effective date.
Status: in_force

(a) Pre-effective-date filing effective. — The filing of a financing statement before this Act takes effect is effective to perfect a security interest to the extent the filing would satisfy the applicable requirements for perfection under Article 9 as amended by this Act.

(b) When pre-effective-date filing becomes ineffective. — This Act does not render ineffective an effective financing statement that, before this Act takes effect, is filed and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in former Article 9. However, except as otherwise provided in subsections (c) and (d) and Section 9-806, the financing statement ceases to be effective:

(1) if the financing statement is filed in this State, at the time the financing statement would have ceased to be effective had this Act not taken effect; or

(2) if the financing statement is filed in another jurisdiction, at the earlier of:

(A) the time the financing statement would have ceased to be effective under the law of that jurisdiction; or

(B) June 30, 2018.

(c) Continuation statement. — The filing of a continuation statement after this Act takes effect does not continue the effectiveness of the financing statement filed before this Act takes effect. However, upon the timely filing of a continuation statement after this Act takes effect and in accordance with the law of the jurisdiction governing perfection as provided in Article 9 as amended by this Act, the effectiveness of a financing statement filed in the same office in that jurisdiction before this Act takes effect continues for the period provided by the law of that jurisdiction.

(d) Application of subsection (b)(2)(B) to transmitting utility financing statement. — Subsection (b)(2)(B) applies to a financing statement that, before this Act takes effect, is filed against a transmitting utility and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in former Article 9, only to the extent that Article 9 as amended by this Act provides that the law of a jurisdiction other than the jurisdiction in which the financing statement is filed governs perfection of a security interest in collateral covered by the financing statement.

(e) Application of Part 5. — A financing statement that includes a financing statement filed before this Act takes effect and a continuation statement filed after this Act takes effect is effective only to the extent that it satisfies the requirements of Part 5 as amended by this Act for an initial financing statement, except as provided in Section 9-803(c). A financing statement that indicates that the debtor is a decedent’s estate indicates that the collateral is being administered by a personal representative within the meaning of Section 9-503(a)(2) as amended by this Act. A financing statement that indicates that the debtor is a trust or is a trustee acting with respect to property held in a trust indicates that the collateral is held in a trust within the meaning of Section 9-503(a)(3) as amended by this Act.
6 Del. C. § 2905 — Delaware Code / Title 6 / Chapter 29 / Section 2905
§ Â
        2905. Independence of retail dealers.
Status: repealed

Repealed by 77 Del. Laws, c. 394, § 4, effective July 15, 2010.
6 Del. C. § 2415A — Delaware Code / Title 6 / Chapter 24A / Section 2415A
§ Â
        2415A. Requirement of good faith.
Status: in_force

A provider shall act in good faith in all matters under this chapter.
6 Del. C. § 2503A — Delaware Code / Title 6 / Chapter 25A / Section 2503A
§ Â
        2503A. Registration of sellers, telemarketers and telemarketing businesses.
Status: in_force

(a) Unless exempted under this section or § 2505A of this title, no person shall transact any business with any customer who is located in the State through telemarketing as a seller or a telemarketing business without having first obtained a certificate of registration from the Director of the Consumer Protection Unit of the Department of Justice (hereinafter “Director’’) in accordance with this section.

(b) Any person required by this section to obtain a certificate of registration (hereinafter “registrant” ) shall apply to renew the registration no less than 30 days before the end of the effective term as indicated on the certificate.

(c) A registrant applying for a certificate of registration or renewal must include the following information in his or her application:

(1) The registrant’s true name, current address, telephone number and principal place of business, including each fictitious or business name under which the registrant intends to engage in telemarketing;

(2) Each occupation or business that the registrant has engaged in for 2 years immediately preceding the date of registration;

(3) With respect to the registrant, any person employed by the registrant as a telemarketer, manager or director and, if the registrant is not a natural person, the registrant’s owners; whether any person so designated has been convicted of or pled guilty to or is being prosecuted in any jurisdiction for racketeering, violation of state or federal securities laws, theft, fraud, forgery or any other offense involving falsehood or deception;

(4) With respect to the registrant, any person employed by the registrant as a telemarketer, manager or director, and if the registrant is not a natural person, the registrant’s owners; whether any person so designated is or has been subject to any pending or final cease and desist order, assurance of discontinuance, injunction, restraining order or judgment under this chapter or Chapter 25 of this title or in any other civil or administrative action in any other jurisdiction involving telemarketing, consumer or securities fraud, deceptive trade practices, racketeering or any other civil enforcement statute involving fraud or deception;

(5) With respect to the registrant, or if the registrant is not a natural person, the registrant’s owners or directors; whether at any time during the previous 7 years any person so designated has filed for bankruptcy, been adjudged bankrupt, or been reorganized because of insolvency;

(6) When disclosing matters under paragraph (c)(3), (4) or (5) of this section, the registrant shall include the following information:

a. The name and address of the court having jurisdiction in the matter;

b. The name and address of any governmental agency, prosecutor’s office, probation office or law-enforcement agency involved in the matter;

c. The case, docket or identification numbers as used by the court having jurisdiction over the matter; and

d. Where relevant, whether and to what extent the registrant is on probation or owes any restitution, fines, penalties or assessments to any person or governmental authority;

(7) If the registrant is a seller, the legal name, address, phone number, business name and state of incorporation (including name, address and phone number of any registered agent) of any telemarketing business hired by the registrant for telemarketing to customers located in the State; if the registrant is a telemarketing business, the legal name, address, phone number, business name and state of incorporation (including name, address and phone number of any registered agent) of the seller that has hired the telemarketing business to engage in telemarketing to customers located in the State;

(8) Where pertinent, the names, including any fictitious names, current home addresses, dates of birth and Social Security numbers of the following persons employed by the registrant:

a. The owners and directors of any telemarketing business;

b. All telemarketers employed by the registrant; and

c. All persons participating in or responsible for the management of the telemarketing business or telemarketing activities;

(9) The name and address of every financial institution where proceeds of telemarketing sales are to be deposited;

(10) Representative copies of any scripts, outlines or presentation materials to be used by the telemarketer when soliciting and representative copies of all written materials to be provided by the seller to a customer in connection with any solicitation; and

(11) A sworn and notarized statement that the information contained in the application is the product of a diligent and reasonable investigation and is true and accurate to the best of the registrant’s information and belief.

(d) Security requirements: — Every registrant shall file with the Director a corporate surety bond in the principal sum of $50,000 in a form satisfactory to the Director with surety provided by a corporation authorized to do business in this State. The bond shall run to the Director and shall be conditioned upon the registrant’s compliance with the provisions of this chapter. The bond shall pay to customers all moneys that become due and owing for violations of this chapter. The aggregate liability of the surety on the bond shall in no event exceed the amount of such bond. In lieu of requiring the filing of a surety bond, the Director may, at the Director’s discretion, accept from a registrant a letter of credit in the amount of $50,000 running in favor of the Director for payments to customers of all moneys that become due and owing for violations of this chapter, with draws available by sight drafts thereunder in amounts determined by the Director, up to the aggregate amount of $50,000, if the registrant shall fail to comply with this chapter. Any such letter of credit shall be issued by a financial institution and shall be in a form satisfactory to the Director.

(1) The surety bond or letter of credit shall remain in effect for 3 years from the period the person ceases to operate in this State. A registrant who or which has ceased operating in this State may apply to the Director in writing for a waiver of this residual security requirement. In deciding whether to grant a waiver, the Director shall consider the length of time said registrant has operated in this State, the record of said registrant’s compliance with this chapter, and the nature and frequency of complaints concerning the registrant’s operations within or outside of this State.

(2) The certificate of registration of any person shall be deemed to be lapsed if, at any time, the surety bond or letter of credit expires or becomes ineffective for any reason.

(3) A customer’s claim against a bond or letter of credit shall be deemed payable as “due and owing” upon entry of a final judgment of civil liability in favor of the customer or the issuance of a criminal sentencing order awarding restitution to the customer pursuant to Chapter 41 of Title 11. A customer may make claims against such bond or letter of credit for the amounts awarded as compensatory damages in any civil action under this chapter or as restitution pursuant to § 4106 of Title 11.

(e) This section shall not apply to any corporation having shares of stock that are traded on any public exchange or subsidiary of any corporation when not less than 60 percent of the voting power of its shares is owned by the qualifying corporation or corporations or to any not-for-profit corporation within the exemption of § 501(c)(3) or (6) of the United States Internal Revenue Code [26 U.S.C. § 501(c)(3) or (6)], provided that 1 of the following 2 conditions is and remains satisfied:

(1) The corporation is organized and existing under the laws of the State; or

(2) The corporation is a foreign corporation authorized to do business in this State and has complied with all of the requirements of §§ 371, 372, and 374 of Title 8, irrespective of any available exceptions under § 373 of Title 8.

(f) This section shall not apply to any telemarketing business engaging in telemarketing for or on behalf of a corporation exempted from this section, provided the telemarketing business is engaging in telemarketing under and in accordance with a written contract or agreement whereby the telemarketing business expressly agrees and is obligated under its terms to engage in telemarketing only in conformance with all prevailing laws, rules and regulations of this State or of the United States pertaining to telemarketing. A telemarketing business shall not be entitled to this exemption if 25 percent or more of its gross revenue from telemarketing services in any 12-month period beginning on January 1 of each year is derived from sellers required to be registered and bonded under this section.

(g) This section shall not apply to:

(1) A seller or telemarketing business that solicits contracts for the maintenance or repair of merchandise previously purchased from the seller authorizing the solicitation.

(2) A seller or telemarketing business operating within the jurisdiction of the Public Service Commission.

(3) A seller who has been operating for at least 1 year a retail business establishment situated in this State under the same trade name as that used in telemarketing, and both of the following conditions are satisfied:

a. Merchandise is displayed and offered for sale at the business establishment; and

b. Greater than 50 percent of the seller’s annual sales of merchandise in any calendar year is derived from the sale and delivery of merchandise at the seller’s business location.

(4) A seller of books, videotapes, audio recordings or multimedia products under a contractual plan or multimedia club otherwise regulated by the Federal Trade Commission’s regulation concerning “use of negative option plans by sellers in commerce” or which provider for the sale of books, audio recordings, videos, multimedia products or other goods, including continuity plans, subscription arrangements, standing order arrangements, supplements and series arrangements under which the seller periodically ships merchandise to a consumer who has consented in advance to receive such merchandise on a periodic basis.

(5) A seller of food products, where the actual or intended cost of the food product sold to a single address does not exceed $100.

(6) A person subject to and licensed by the Delaware Real Estate Commission acting within the scope of his, her or its active and valid license.

(7) A seller soliciting the sale of services provided by a cable television system operating under authority of a franchise or permit.

(8) A seller primarily soliciting the sale of a magazine or newspaper of general circulation, either by the publisher or the publisher’s agent by written agreement.

(h) The following are deemed violations of this chapter and of § 2513 of this title:

(1) Failing to satisfy the registration or security requirements of this section.

(2) Submitting false or misleading information in an application.

(3) Failing to disclose any information required to be disclosed in an application.

(i) Any person required by this chapter to submit an application for a certificate of registration or renewal shall submit with each application an administrative fee of $100 made payable to the “Consumer Protection Fund’” to cover the costs of registration.

(j) Obligation to update information: —

A registrant shall notify the Director within 30 calendar days of the registrant’s discovery of any material change in any information required to be disclosed by this section. For the purpose of this section, a registrant discovers a material change in information when the registrant or any person employed by the registrant as a manager or director of the registrant knows or should know of the material change in information.
6 Del. C. § 2824 — Delaware Code / Title 6 / Chapter 28 / Subchapter II / Section 2824
§ Â
        2824. Cancellation.
Status: in_force

(a) A purchaser shall have the right to cancel a vacation time-sharing plan contract within 5 business days following the date of its execution.

(b) The right of cancellation shall not be waived and any attempt to obtain such a waiver shall be unlawful. Nothing in this section shall preclude the execution of documents in advance of closing for delivery after the expiration of the cancellation period.

(c) If the purchaser elects to cancel the contract, the purchaser may do so only by mailing notice thereof by certified mail to the seller at the address listed in the contract. The cancellation shall be deemed effective upon mailing.

(d) Upon cancellation, the seller shall refund to the purchaser all payments made by such purchaser and collected by the seller pursuant to the canceled contract. The refund shall be made within 15 days and may, where payment has been made by credit card, be made by an appropriate credit to the purchaser’s account.
6 Del. C. § 2586 — Delaware Code / Title 6 / Chapter 25 / Subchapter IX / Section 2586
§ Â
        2586. Purpose.
Status: in_force

The purpose of this subchapter is to safeguard the public against deceit and misrepresentation and to ensure, foster and encourage truthful practices and disclosure in home food service plan sales.
6 Del. C. § 17-608 — Delaware Code / Title 6 / Chapter 17 / Subchapter VI / Section 17-608
§ Â
        17-608. Liability upon return of contribution.
Status: repealed

Repealed by 66 Del. Laws, c. 316, § 56, eff. Sept. 1, 1988.
6 Del. C. § 15-901 — Delaware Code / Title 6 / Chapter 15 / Subchapter IX / Section 15-901
§ Â
        15-901. Conversion of certain entities to a domestic partnership.
Status: in_force

(a) As used in this section and in § 15-105 of this title, the term “other entity” means 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 limited partnership (including a limited liability limited partnership), a foreign partnership or a limited liability company.

(b) Any other entity may convert to a domestic partnership (including a limited liability partnership) by complying with subsection (h) of this section and filing with the Secretary of State in accordance with § 15-105 of this title:

(1) A certificate of conversion to partnership that has been executed in accordance with § 15-105 of this title;

(2) A statement of partnership existence that complies with § 15-303 of this title and has been executed in accordance with § 15-105 of this title; and

(3) In the case of a conversion to a limited liability partnership, a statement of qualification in accordance with § 15-1001(c) of this title.

Each of the certificate and statements required by this subsection (b) shall be filed simultaneously with the Secretary of State and, if such certificate and statements are not to become effective upon their filing as permitted by § 15-105(h) of this title, then such certificate and each such statement shall provide for the same effective date or time in accordance with § 15-105(h) of this title.

(c) The certificate of conversion to partnership shall state:

(1) The date on which and jurisdiction where the other entity was first created, formed or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic partnership;

(2) The name and type of entity of the other entity immediately prior to the filing of the certificate of conversion to partnership;

(3) The name of the partnership as set forth in its statement of partnership existence 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 conversion to a partnership if it is not to be effective upon the filing of the certificate of conversion to partnership and the statement of partnership existence; and

(5) In the case of a conversion to a limited liability partnership, that the partnership agreement of the partnership states that the partnership shall be a limited liability partnership.

(d) Upon the filing with the Secretary of State of the certificate of conversion to partnership, the statement of partnership existence and the statement of qualification (if applicable), or upon the future effective date or time of the certificate of conversion to partnership, the statement of partnership existence and the statement of qualification (if applicable), the other entity shall be converted into a domestic partnership (including a limited liability partnership, if applicable) and the partnership shall thereafter be subject to all of the provisions of this chapter, except that the existence of the partnership shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, incorporated or otherwise came into being.

(e) The conversion of any other entity into a domestic partnership (including a limited liability partnership) shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic partnership, or the personal liability of any person incurred prior to such conversion.

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

(g) Unless otherwise agreed, for all purposes of the laws of the State of Delaware, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such other entity. When another entity has been converted to a domestic partnership pursuant to this section, for all purposes of the laws of the State of Delaware, the domestic partnership shall be deemed to be the same entity as the converting other entity and the conversion shall constitute a continuation of the existence of the converting other entity in the form of a domestic partnership.

(h) Prior to the time a certificate of conversion to partnership becomes effective as provided in this chapter, the conversion 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 other entity and the conduct of its business or by applicable law, as appropriate, and a partnership agreement shall be approved by the same authorization required to approve the conversion; provided, that in the event the continuing domestic partnership is not a limited liability partnership, such approval shall include the approval of any person who, at the effective date or time of the conversion, shall be a partner of the partnership.

(i) In connection with a conversion hereunder, rights or securities of, or interests in, the other entity which is to be converted to a domestic partnership may be exchanged for or converted into cash, property, rights or securities of or interests in such domestic 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 partnership or other entity, may remain outstanding or may be canceled.

(j) In connection with the conversion of any other entity to a domestic partnership (including a limited liability partnership), a person is admitted as a partner of the partnership as provided in the partnership agreement. For the purpose of § 15-306(b) of this title, a person who, at the effective time or date of the conversion of any other entity to a domestic partnership (including a limited liability partnership), is a partner of the partnership, shall be deemed admitted as a partner of the partnership at the effective date or time of such conversion.

(k) The provisions of this section shall not be construed to limit the accomplishment of a change in the law governing, or the domicile of, another entity to the State of Delaware by any other means provided for in a document, instrument, agreement or other writing, including by the amendment of any such document, instrument, agreement or other writing, or by applicable law.
6 Del. C. § 2592 — Delaware Code / Title 6 / Chapter 25 / Subchapter X / Section 2592
§ Â
        2592. Purpose.
Status: in_force

The purpose of this subchapter is to safeguard the public against fraudulent and misleading charitable/fraternal solicitations, thereby enhancing public confidence in legitimate charitable/fraternal organizations.
6 Del. C. § 4203 — Delaware Code / Title 6 / Chapter 42 / Section 4203
§ Â
        4203. Registration.
Status: in_force

(a) It shall be unlawful for any health spa to offer, advertise, or execute or cause to be executed by the buyer any health spa contract in this State unless the health spa at the time of the offer, advertisement, sale or execution of a health spa contract has been properly registered with the Director.

(b) (1) Prior to advertising or selling pre-opening contracts, every health spa shall register with the Director and shall notify the Director of the proposed location of the health spa for which pre-opening contracts will be solicited;

(2) The registration shall include the address, ownership, directors, corporate officers and parent corporation, if any, date of first sales and date of first opening of the health spa;

(3) The registration shall be renewed annually; and

(4) Each separate location where health spa services are offered shall be considered a separate health spa and shall file a separate registration even though the separate locations are owned or operated by the same owner, unless the spa offers all members fully interchangeable, comparable services at a separate location within a 15-mile radius.

(c) A bond or letter of credit in the amount of $50,000 shall be posted by each health spa prior to advertising or selling pre-opening contracts. The bond with corporate surety from a company authorized to transact business in the State or the letter of credit from a bank insured by the Federal Deposit Insurance Corporation shall be filed and maintained with the Director. After a health spa has opened its facilities and been in operation for 90 days, the health spa may make application to the Director to cancel or terminate the bond or letter of credit. Unless the health spa has been cited for a violation of this chapter pursuant to the authority granted to the Attorney General or the Director by Chapter 25 of Title 29 or to the Attorney General by § 4220 of this title, the Director shall give consent to terminate the bond or letter of credit within 30 days after receiving the health spa’s application.

(d) Upon its application to terminate the bond or letter of credit, the health spa shall pay all fees in accordance with the schedule set forth by § 4204 of this title.

(e) The bond or letter of credit required by this section shall be in favor of the State for the benefit of:

(1) Any buyer injured by having paid money for a health spa contract in a facility which fails to open within 9 months after the date upon which the buyer and the health spa entered into a contract or which substantially fails to provide the services described in the health spa contract;

(2) Any buyer injured as a result of a violation of this chapter.
6 Del. C. § 2428B — Delaware Code / Title 6 / Chapter 24B / Subchapter IV / Section 2428B
§ Â
        2428B. Remedies, penalties, and violation of order or injunction.
Status: repealed

(a) A person engages in a deceptive trade practice and is subject to the remedies available in § 2533 of this title when, in the course, of such person’s business, vocation, or occupation, such person violates any provision of this chapter.

(b) Any homeowner who brings an action under this chapter may be awarded monetary damages by a court of competent jurisdiction.

(c) A person who violates any order or injunction issued pursuant to this chapter is subject to the provisions of § 2598 [repealed] of this title.

(d) A person who violates any provision of this chapter shall be guilty of a class A misdemeanor.
6 Del. C. § 2A-213 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-213
§ Â
        2A-213. Implied warranty of fitness for particular purpose.
Status: in_force

Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor’s skill or judgment to select or furnish suitable goods, there is in the lease contract an implied warranty that the goods will be fit for that purpose.
6 Del. C. § 8-502 — Delaware Code / Title 6 / Article 8 / Part 5 / Section 8-502
§ Â
        8-502. Assertion of adverse claim against entitlement holder.
Status: in_force

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under Section 8-501 for value and without notice of the adverse claim.
6 Del. C. § 5108 — Delaware Code / Title 6 / Chapter 51 / Section 5108
§ Â
        5108. Testing at state-supported institutions.
Status: in_force

The Secretary of Agriculture shall from time to time test all weights and measures used in checking the receipt or disbursement of supplies in every institution for the maintenance of which moneys are appropriated by the General Assembly, reporting those findings in writing to the supervisory board and to the executive officer of the institution concerned.
6 Del. C. § 17-501 — Delaware Code / Title 6 / Chapter 17 / Subchapter V / Section 17-501
§ Â
        17-501. Form of contribution.
Status: in_force

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
6 Del. C. § 4613 — Delaware Code / Title 6 / Chapter 46 / Section 4613
§ Â
        4613. Enforcement by private persons.
Status: in_force

(a) Civil action. — (1) a. An aggrieved person may commence a civil action in the county in which the discriminating housing practice is alleged to have occurred not later than 2 years after the occurrence or the termination of an alleged discriminatory housing practice, not later than 2 years after such practice has been discovered or reasonably should have been discovered by the aggrieved person, or not later than 2 years after the breach of a conciliation agreement entered into under this chapter, whichever occurs last, to obtain appropriate relief with respect to such discriminatory housing practice or breach.

b. The computation of such 2-year period shall not include any time during which an administrative proceeding under this chapter was pending with respect to a complaint or charge under this chapter based upon such discriminatory housing practice. This subparagraph does not apply to actions arising from a breach of a conciliation agreement.

(2) An aggrieved person may commence a civil action under this subsection whether or not a complaint has been filed under § 4610 of this title and without regard to the status of any such complaint, but if the Division has obtained a conciliation agreement with the consent of an aggrieved person, no action may be filed under this subsection by such aggrieved person with respect to the alleged discriminatory housing practice which forms the basis for such complaint except for the purpose of enforcing the terms of such an agreement.

(3) An aggrieved person may not commence a civil action under this subsection with respect to an alleged discriminatory housing practice which forms the basis of a charge issued by the Division if an Administrative Hearing Officer or Panel has commenced a hearing on the record under this chapter with respect to such charge.

(b) Appointment of attorney by court. — Upon application by a person alleging under subsection (a) of this section, a discriminatory housing practice or a person against whom such a practice is alleged the court may:

(1) Appoint an attorney for such person; or

(2) Authorize the commencement or continuation of a civil action under subsection (a) of this section without the payment of fees, costs or security, if in the opinion of the court such person is financially unable to bear the expenses of such action.

(c) Relief which may be granted. — (1) In a civil action under subsection (a) of this section in Superior Court, if a discriminatory housing practice is found to have occurred the aggrieved person may be awarded actual and punitive damages; and

(2) Subject to subsection (d) of this section, in a civil action under subsection (a) of this section, in the Court of Chancery, if the Court finds that a discriminatory housing practice has occurred or is about to occur, the Court, as the Court deems appropriate, may grant:

a. Any temporary, preliminary, permanent or mandatory injunctive relief enjoining the defendant from engaging in such practice;

b. Ordering such affirmative action as may be appropriate; and

c. Such other relief as the Court deems appropriate to the fullest extent of its jurisdiction.

(3) In a civil action under subsection (a) of this section, the Court, in its discretion, may allow the prevailing aggrieved person or persons, reasonable attorneys’ fees, expenses and costs.

(d) Effect on certain sales, encumbrances, and rentals. — Relief granted under this section shall not affect any lease consummated before the granting of such relief and involving a tenant without actual notice of the filing of a complaint with the Division or civil action under this chapter. Relief granted under this section shall not affect any contract, option, sale or encumbrance, consummated before the granting of such relief and involving a bona fide purchaser, encumbrancer or optionee, without either actual notice of the filing of a complaint with the Division or civil action under this chapter, or notice by lis pendens when appropriate under Chapter 16 of Title 25.

(e) Intervention by Attorney General. — Upon timely application, the Attorney General may intervene in such civil action, if the Attorney General certifies that the case is of general public importance. Upon such intervention the Attorney General may obtain such relief as would be available to the Attorney General under § 4614 of this title in a civil action to which such section applies.
6 Del. C. § 2A-104 — Delaware Code / Title 6 / Article 2A / Part 1 / Section 2A-104
§ Â
        2A-104. Leases subject to other law.
Status: in_force

(1) A lease, although subject to this Article, is also subject to any applicable:

(a) Certificate of title statute of this State;

(b) Certificate of title statute of another jurisdiction (Section 2A-105); or

(c) Consumer protection statute of this State, or final consumer protection decision of a court of this State existing on July 19, 1992.

(2) In case of conflict between this Article, other than Sections 2A-105, 2A-304(3) and 2A-305(3), and a statute or decision referred to in subsection (1), the statute or decision controls.

(3) Failure to comply with an applicable law has only the effect specified therein.
6 Del. C. § 2108 — Delaware Code / Title 6 / Chapter 21 / Section 2108
§ Â
        2108. Actions for equitable relief and damages; suits parens patriae.
Status: in_force

(a) If the State or any public body thereof is threatened with injury or injured in its business or property by a violation of this chapter, the Attorney General may bring an action for appropriate equitable relief, damages sustained and, as determined by the Court, taxable costs, and reasonable fees for expert witnesses and attorneys, including the Attorney General.

(b) The Attorney General may bring suit as parens patriae on behalf of natural persons residing in this State to secure monetary relief for such persons who are injured in their business or property by a violation of this chapter. The Court may also award taxable costs and reasonable fees for expert witnesses and attorneys, including the Attorney General.

(c) In actions under this section, the Court may, in its discretion, award as monetary relief up to threefold the total damage sustained, in addition to costs and fees, provided that the Court finds the acts complained of to have been wilful.

(d) Monetary relief awarded under subsection (b) of this section may be payable to the State or may be distributed in such manner as the Court in its discretion may authorize.

(e) In any action brought under subsection (b) of this section, the Attorney General shall, at such times, in such manner, and with such content as the Court may direct, cause notice thereof to be given by publication. If the Court finds that notice given solely by publication would deny due process of law to any person or persons, the Court may direct further notice to such person or persons according to the circumstances of the case.

(f) Any person on whose behalf an action is brought under subsection (b) of this section may elect to exclude from adjudication the portion of the state claim for monetary relief attributable to the person by filing notice of such election with the Court in the manner specified in the notice given pursuant to subsection (e) of this section. The final judgment in any action under subsection (b) of this section shall be res judicata as to any claim under this chapter by any person on behalf of whom such action was brought and who fails to give notice of exclusion in the manner specified in this subsection.

(g) In any action brought under this section, the Court shall exclude from the amount of any monetary relief awarded any amount which duplicates an award made by any court for the same injury, or which is allocable to persons excluded under subsection (f) of this section.

(h) Any person who is threatened with injury or injured in that person’s business or property by a violation of this chapter may bring an action for appropriate equitable relief, damages sustained and, as determined by the Court, taxable costs, and reasonable fees for expert witnesses and attorneys.

(i) In any action under § 2107 or § 2108 of this title, the fact that the State, a public body, or any person has not dealt directly with the violator does not bar or otherwise limit the award of any damages or equitable remedies. There is a presumption that all changes in price due to an antitrust violation were passed to every subsequent level in the distribution chain in an amount equal to the amount of the change directly caused by the antitrust violation and charged to the first purchaser of the product or service in question. This presumption also applies to any change in price due to a change in the costs of an ingredient or component product or service that was caused by a violation of this chapter. The amount of the change in price will be presumed to be equal to the change in the cost, in dollars and cents, of the ingredient or component product or service to its first purchaser.

(j) The Attorney General, in an action under subsection (a) or (b) of this section, or any person in an action under subsection (h) of this section, may elect to recover 25% of the consideration paid for any goods or services, including labor, that were the subject of the violation of § 2103(a) of this title in lieu of damages sustained or other monetary relief.
6 Del. C. § 2401B — Delaware Code / Title 6 / Chapter 24B / Subchapter I / Section 2401B
§ Â
        2401B. Purpose.
Status: in_force

The purpose of this chapter is to protect homeowners from unfair or deceptive practices by foreclosure consultants or through foreclosure reconveyance agreements.
6 Del. C. § 17-606 — Delaware Code / Title 6 / Chapter 17 / Subchapter VI / Section 17-606
§ Â
        17-606. Right to distribution.
Status: in_force

(a) Subject to §§ 17-607 and 17-804 of this title, and unless otherwise provided in the partnership agreement, at the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

(b) A partnership agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited partnership.
6 Del. C. § 7704 — Delaware Code / Title 6 / Chapter 77 / Section 7704
§ Â
        7704. Contents of certificate.
Status: in_force

(a) The certificate of agreement to submit to ADR shall set forth:

(1) The name of the person filing the certificate,

(2) The address of such person (which shall include the street, number, city and state) at which it shall be given notice of any dispute, and

(3) The agreement of such person that by filing the certificate that person is bound to follow the provisions of this chapter and submits to the power of any court with jurisdiction over it to require it to participate in ADR with any other person who invokes the provisions of this chapter for any dispute subject to ADR.

(b) Any provision in a certificate that purports to limit the disputes that are subject to ADR shall be of no force or effect.
6 Del. C. § 15-1102 — Delaware Code / Title 6 / Chapter 15 / Subchapter XI / Section 15-1102
§ Â
        15-1102. Statement of foreign qualification.
Status: in_force

(a) Before doing business in the State of Delaware, a foreign limited liability partnership shall register with the Secretary of State by filing:

(1) A statement of foreign qualification which must contain:

a. The name of the foreign limited liability partnership which (i) satisfies the requirements of the state, territory, possession or other jurisdiction or country under whose law it is formed, (ii) ends with the words “Registered Limited Liability Partnership” or “Limited Liability Partnership,” the abbreviation “R.L.L.P.” or “L.L.P.” or the designation “RLLP” or “LLP” and (iii) complies with § 15-108(c) and (d) of this title;

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

c. The address of the registered office and the name and address of the registered agent for service of process required to be maintained by § 15-111 of this title;

d. The number of partners of the partnership at the time of the effectiveness of the statement of foreign qualification; and

e. The future effective date or time (which shall be a date or time certain) of the statement of foreign qualification if it is not to be effective upon the filing of the statement of foreign qualification.

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

(b) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or the future effective date or time specified in the statement of foreign qualification. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to § 15-105(d), § 15-111(d) or § 15-111(i)(4) of this title or revoked pursuant to § 15-1003 of this title.

(c) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on the future effective date or time specified in the amendment or cancellation.