Contracts

Del. Code tit. 6, ch. 27
in effect

Del. Code tit. 6, § 2701 Joint and several contracts.

An obligation or written contract of several persons shall be joint and several, unless otherwise expressed.

Del. Code tit. 6, § 2702 Assignment of bonds, specialties and notes.

(a) All bonds, specialties, and notes in writing, payable to any person, or order, or assigns, may be assigned, or indorsed, and the assignee, or indorsee, his or her executors, administrators, or assigns, may again assign, or indorse the same, as often as desired. The assignees, or indorsees, or their executors, or administrators, may, in their own name, sue for and recover the money due on the bonds, specialties, or notes. All assignments of bonds or specialties shall be under hand and seal, and executed before at least one credible witness. (b) Assignors, or indorsers, or their executors, or administrators may not release or discharge any sum due by the bonds, specialties, or notes, after the date of the assignment, and no release, receipt, or discharge from him, her or them made after the date of the assignment shall be good or available.

Del. Code tit. 6, § 2703 Construction with Chapter 1.

If any of the provisions of this subchapter are in conflict or inconsistent with any of the provisions of Chapter 1 of this title, such provisions of Chapter 1 of this title shall govern.

Del. Code tit. 6, § 2704 Exculpatory clauses in certain contracts void.

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

Del. Code tit. 6, § 2705 Age of majority; capacity to contract.

Any person who has attained 18 years of age shall have full capacity to contract; provided such person has not been declared legally incompetent to contract for reasons other than age. Any person who has attained the age of 18 years shall become fully responsible for that person’s own contracts.

Del. Code tit. 6, § 2706 Settlement and release of claims by persons of the age of 18 years or older.

Any person of the age of 18 years or older may settle and compromise any claim, demand, or action of any nature which that person may have or which may be asserted against that person without the interference of a guardian, trustee, or the like, and the release and acquittal of such person shall be valid and legally effective for all intents and purposes in law or in equity and shall bind all heirs, executors and administrators.

Del. Code tit. 6, § 2707 Agreements not to compete.

Any covenant not to compete provision of an employment, partnership or corporate agreement between and/or among physicians which restricts the right of a physician to practice medicine in a particular locale and/or for a defined period of time, upon the termination of the principal agreement of which the said provision is a part, shall be void; except that all other provisions of such an agreement shall be enforceable at law, including provisions which require the payment of damages in an amount that is reasonably related to the injury suffered by reason of termination of the principal agreement. Provisions which require the payment of damages upon termination of the principal agreement may include, but not be limited to, damages related to competition.

Del. Code tit. 6, § 2708 Choice of law.

(a) The parties to any contract, agreement or other undertaking, contingent or otherwise, may agree in writing that the contract, agreement or other undertaking shall be governed by or construed under the laws of this State, without regard to principles of conflict of laws, or that the laws of this State shall govern, in whole or in part, any or all of their rights, remedies, liabilities, powers and duties if the parties, either as provided by law or in the manner specified in such writing are: (1) Subject to the jurisdiction of the courts of, or arbitration in, Delaware; and (2) May be served with legal process. The foregoing shall conclusively be presumed to be a significant, material and reasonable relationship with this State and shall be enforced whether or not there are other relationships with this State. (b) Any person may maintain an action in a court of competent jurisdiction in this State where the action or proceeding arises out of or relates to any contract, agreement or other undertaking for which a choice of Delaware law has been made in whole or in part and which contains the provision permitted by subsection (a) of this section. (c) This section shall not apply to any contract, agreement or other undertaking: (1) To the extent provided to the contrary in § 1-301(c) of this title; or (2) Involving less than $100,000. (d) In the event that any provision hereof shall be held to be invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision hereof. Any provision hereof which is held to be invalid or unenforceable only in part or degree or under specific facts, shall remain in full force and effect to the extent, and with respect to facts in connection with which, it has not been held to be invalid or unenforceable. (e) This section shall not limit any jurisdiction otherwise existing in a court sitting in the State and shall not affect the validity of any other choice of law provisions in any contract, agreement or other undertaking.

Del. Code tit. 6, § 2711 Sale of goods; possession; rights of vendor’s creditors.

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

Del. Code tit. 6, § 2712 Promise to pay debt of another under $5.

All promises and assumptions, whereby any person undertakes to answer, or pay, for the default, debt, or miscarriage, of another, any sum under $5.00, being proved by the oath or affirmation of the persons to whom such promise and assumption are made, are good and available in law to charge the party making such promise or assumption.

Del. Code tit. 6, § 2713 Promise of an executor, administrator or other person to pay debt of another.

No action shall be brought to charge any executor or administrator upon any special promise to answer damages out of his or her own estate, or to charge any defendant, upon any special promise, to answer for the debt, default, or miscarriage of another person, of the value of $5.00 and not more than $25, unless such promise and assumption is proved by the oath or affirmation of one credible witness, or some memorandum, or note in writing is signed by the party to be charged therewith.

Del. Code tit. 6, § 2714 Necessity of writing for contracts; definition of writing; evidence.

(a) No action shall be brought to charge any person upon any agreement made upon consideration of marriage, or upon any contract or sale of lands, tenements, or hereditaments, or any interest in or concerning them, or upon any agreement that is not to be performed within the space of 1 year from the making thereof, or to charge any person to answer for the debt, default, or miscarriage, of another, in any sum of the value of $25 and upwards, unless the contract is reduced to writing, or some memorandum, or notes thereof, are signed by the party to be charged therewith, or some other person thereunto by the party lawfully authorized in writing; except for goods, wares and merchandise, sold and delivered, money loaned and other matters which are properly chargeable in an account, in which case the oath or affirmation of the plaintiff, together with a record regularly and fairly kept, shall be allowed to be given in evidence in order to charge the defendant with the sums therein contained. (b) A contract, promise, undertaking or commitment to loan money or to grant or extend credit, or any modification thereof, in an amount greater than $100,000, not primarily for personal, family, or household purposes, made by a person engaged in the business of lending or arranging for the lending of money or the extending of credit shall be invalid unless it or some note or memorandum thereof is in writing and subscribed by the party to be charged or by the party’s agent. For purposes of this section, a contract, promise, undertaking or commitment to loan money secured solely by residential property consisting of 1 to 4 dwelling units shall be deemed to be for personal, family or household purposes. (c) For the purposes of this section, “writing” includes microphotography, photography and photostating, and a microphotographic, photographic or photostatic copy of any agreement covered by this section. Such copy or copies having been regularly made and kept in the course of business, shall be equally competent as evidence as the original of such agreement, where the original is inaccessible or has been destroyed or otherwise disposed of in good faith in the regular course of business and where the mode of making such microphotograph, photograph or photostat was such as to justify its admission as a true copy of the original.

Del. Code tit. 6, § 2715 Promise of decedent respecting testamentary disposition of property.

No action shall be brought to charge the personal representatives or heirs of any deceased person upon any agreement to make a will of real or personal property, or to give a legacy or make a devise, unless such agreement is reduced to writing, or some memorandum or note thereof is signed by the person whose personal representatives or heirs are sought to be charged, or some other person lawfully authorized in writing, by the decedent, to sign for in the decedent’s absence. This section shall not apply to any agreement made prior to May 1, 1933.

Del. Code tit. 6, § 2720 Definitions.

As used in this subchapter, unless the context requires otherwise: (1) “Construction,” “farm,” “industrial” and “outdoor power,” when used to refer to tractors, implements, attachments or repair parts, have the meanings commonly used and understood among dealers and suppliers of those trades. (2) “Contract agreement” means a written or oral contract or agreement between a dealer and a supplier by which the dealer is granted the right to sell their equipment and the dealer is required to order and maintain an inventory in excess of $25,000 at current net price from the supplier. (3) “Current net price” means the price listed in the supplier’s price list in effect at the time the contract agreement is terminated, less any applicable discount allowed. (4) “Dealer” means a person, firm or corporation engaged in the business of selling, at retail, construction, farm, industrial or outdoor power equipment and who maintains a total inventory of new equipment and repair parts valued at $50,000 or over and provides repair service for the above-mentioned equipment. (5) “Inventory” means the tractors, implements, attachments, equipment and repair parts that the dealer purchased from the supplier. (6) “Net cost” means the price the dealer paid the supplier for the inventory, less all applicable discounts allowed, plus the amount the dealer paid for freight costs from the supplier’s location to the dealer’s location, plus reasonable cost of assembly performed by the dealer. (7) “Supplier” means a wholesaler, manufacturer or distributor who enters into a contract agreement with a dealer. (8) “Termination” of a contract agreement means the termination, cancellation, nonrenewal or noncontinuation of the agreement.

Del. Code tit. 6, § 2721 Notice of termination of contract agreements.

(a) Notwithstanding any agreement to the contrary, a supplier who terminates a contract agreement with a dealer shall notify the dealer of the termination not less than 6 months prior to the effective date of the termination. If termination results from an ongoing program or standard of which the dealer was aware at least 6 months prior to termination, the supplier shall give 90 days’ notice of termination. However, the supplier may immediately terminate the agreement at any time after the occurrence of any of the following events: (1) A petition under bankruptcy or receivership law has been filed against the dealer. (2) The dealer has made an intentional misrepresentation with the intent to defraud the supplier. (3) Default by the dealer under a chattel mortgage or other security agreement between the dealer and the supplier. (4) Close out or sale of a substantial part of the dealer’s business related to the handling of the supplier’s product, the commencement or dissolution or liquidation of the dealer if the dealer is a partnership or corporation, or a change, without the prior written approval of the supplier, in the location of the dealer’s principal place of business under the agreement. (5) Withdrawal of an individual proprietor, partner, major shareholder or manager of the dealership, or a substantial reduction in interest of a partner or major shareholder, without the prior written consent of the supplier. (6) Revocation or discontinuance of any guarantee of the dealer’s present or future obligations to the supplier. (b) Notwithstanding any agreement to the contrary, a dealer who terminates a contract agreement with a supplier shall notify the supplier of the termination not less than 6 months prior to the effective date of the termination. (c) The contract agreement may also be terminated by the mutual written consent of the parties, with the effective date of such termination to be such as may be mutually agreed upon. (d) Notification under this section shall be in writing and shall be by certified mail or personally delivered to the recipient. It shall contain: (1) A statement of intention to terminate the agreement. (2) A statement of the reasons for the termination. (3) The date on which the termination takes effect.

Del. Code tit. 6, § 2722 Supplier’s requirement to repurchase.

(a) Whenever a contract agreement between a dealer and a supplier is terminated by either party, the supplier shall repurchase the dealer’s inventory as provided in this subchapter unless the dealer chooses to keep the inventory. (b) If the dealer principal who is a party to a contract agreement dies or becomes incompetent, the supplier shall, at the option of the personal representative or guardian, repurchase the inventory as if the agreement had been terminated. The personal representative or guardian has 1 year from the date of the death or incompetency of the dealer principal to exercise the option under this subchapter. (c) This subchapter does not apply to a supplier that does not require the dealer to order and maintain an inventory in excess of $25,000 at current net price from the supplier.

Del. Code tit. 6, § 2723 Repurchase terms.

(a) The supplier shall repurchase from the dealer within 90 days after termination of the contract agreement all inventory previously purchased from the supplier that remains unsold on the date of termination of the agreement. (b) The supplier shall pay the dealer: (1) One hundred percent of the net cost of all new, unused, undamaged and complete inventory except repair parts, less a reasonable allowance for deterioration attributable to weather conditions at the dealer’s location. (2) Eighty-five percent of the current net price of all new, unused and undamaged repair parts that are currently listed in the supplier’s price book. The supplier may perform the handling, packing and loading of repair parts returned and withhold 5 percent of the current net price of the repair parts returned for their services. (c) The inventory shall be returned FOB to the dealership. The dealer and the supplier may each furnish a representative to inspect all inventory and certify acceptability before being returned. (d) The supplier shall pay the full repurchase amount to the dealer not later than 60 days after receipt of the inventory.

Del. Code tit. 6, § 2724 Exceptions to repurchase requirements.

This subchapter does not require repurchase from a dealer of: (1) A repair part with a limited storage life or otherwise subject to deterioration, such as gaskets or batteries. (2) Multiple packaged repair parts when the package has been broken. (3) A repair part that, because of its condition, is not resalable as a new part without repackaging or reconditioning. (4) Any inventory that the dealer chooses to keep. (5) Any inventory that was acquired by the dealer from a source other than the supplier. (6) Any tractors, implements, attachments or equipment that the dealer purchased from the supplier more than 36 months before date of the notice of termination.

Del. Code tit. 6, § 2725 Uniform commercial practice.

This subchapter does not affect a security interest of the supplier in the inventory of the dealer.

Del. Code tit. 6, § 2726 Warranty claims.

If, after the termination of a contract agreement, the dealer submits a warranty claim to the supplier for work performed prior to the effective date of the termination, the supplier shall accept or reject the claim within a maximum of 45 days from the day that the supplier received the claim. A claim not rejected before the deadline shall be deemed accepted. The supplier shall pay an accepted claim not later than 60 days after the day that the supplier received the claim.

Del. Code tit. 6, § 2727 Civil remedy for failure to repurchase.

(a) If a supplier fails or refuses to repurchase any inventory covered under this subchapter within the time periods established, the supplier is civilly liable for 100% of the “current net price” of the inventory, plus the amount the dealer paid for freight costs from the supplier’s location to the dealer’s location, plus reasonable cost of assembly performed by the dealer, and plus the dealer’s reasonable attorney’s fees and court costs, and interest on the “current net price” of the inventory computed at the legal rate of interest, but not to exceed 18% annual percentage rate, from the ninety-first day after termination of the contract agreement. (b) Notwithstanding any agreement to the contrary, and in addition to any other legal remedies available, any person who suffers monetary loss due to a violation of this subchapter or because of a refusal to accede to a proposal for an arrangement that, if consummated, is in violation of this subchapter may bring a civil action to enjoin further violations and to recover damages sustained together with the costs of the suit, including a reasonable attorney’s fee. (c) A civil action commenced under this subchapter shall be brought within 4 years after the violation complained of is or reasonably should have been discovered, whichever occurs first. (d) In the event of failure to provide required notice of termination or otherwise comply with provisions of the law, the supplier is civilly liable for the dealer’s loss of business for the time period the supplier is in violation of the notice of termination provisions of this subchapter, plus reasonable attorney’s fees and court costs. (e) The provisions of this section are in addition to all legal or equitable remedies available at law, as well as any agreement between the supplier and dealer.

Del. Code tit. 6, § 2731 Definitions.

As used in this subchapter: (1) “Automatic renewal provision” means a provision under which a contract is renewed for a specified period of more than 1 month if the renewal causes the contract to be in effect more than 12 months after the day of the initiation of the contract and such renewal is effective unless the consumer gives notice to the seller of the consumer’s intention to terminate the contract. (2) “Clearly and conspicuously” means either that printed disclosures must be in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set off from the surrounding text of the same size by symbols or other marks, or by way of a recorded audio disclosure, in a manner that clearly calls attention to the language. (3) “Consumer” means an individual who purchases or leases merchandise primarily for personal, family or household purposes. (4) “Contract” means any contract for the sale of merchandise or any lease. (5) “Lease” means any lease, offer to lease or attempt to lease any merchandise. (6) “Merchandise” means any objects, wares, goods, commodities, intangibles, real estate or services, other than insurance. (7) “Person” means an individual, corporation, government or governmental subdivision or agency, statutory trust, business trust, estate, trust, partnership, unincorporated association, 2 or more of any of the foregoing having a joint or common interest or any other legal or commercial entity. (8) “Sale” means any sale, offer for sale or attempt to sell any merchandise for cash or credit. (9) “Seller” means any person engaged in commerce that sells, leases, or offers to sell or lease any merchandise to a consumer.

Del. Code tit. 6, § 2732 Deceptive practices in consumer contracts.

In a contract for the sale or lease of merchandise to a consumer, a person engages in a deceptive practice when that person knowingly or recklessly does any of the following: (1) Distorts or obscures the terms, conditions or meaning of the contract or creates a likelihood of confusion or misunderstanding by the use of unintelligible words, phrases, or sentences. (2) Omits information required by law to be disclosed in contracts with a consumer. (3) Fails to comply with § 2734 or § 2735 of this title. (4) With respect to a contract that automatically renews and without regard to the duration of such renewal period, fails to provide a cost-effective, timely, and easy to use mechanism for cancellation. A consumer who enters into a contract online shall be permitted to cancel the contract online.

Del. Code tit. 6, § 2733 Guidelines.

The following are factors that a court may consider in determining whether a contract complies with this subchapter: (1) Whether cross-references are confusing. (2) Whether sentences are unreasonably long or complex. (3) Whether sentences contain double negatives and exceptions to exceptions. (4) Whether sentences and sections are in a confusing or illogical order. (5) Whether it contains words with obsolete meanings or words that differ in their legal meaning from their ordinary meaning. (6) Whether conditions, exceptions to the main provision of the agreement and protection for consumers or restrictions of consumers’ right are given equal prominence with the main provision.

Del. Code tit. 6, § 2734 Contracts with automatic renewal provisions.

(a) A seller that sells, leases, or offers to sell or lease any merchandise to a consumer under a contract that contains an automatic renewal provision shall disclose the terms of the automatic renewal provision clearly and conspicuously at the time the contract is entered into. (b) A seller that sells or leases any merchandise to a consumer under a contract that is renewed for a specified period of more than 1 month if the renewal causes the contract to be in effect more than 12 months after the day of the initiation of the contract, shall notify the consumer of each upcoming extension of the contract no less than 30 days and no more than 60 days before the cancellation deadline under the automatic renewal provision. The notification required under this subsection must clearly and conspicuously disclose all of the following: (1) That unless the consumer cancels the contract, the contract will automatically renew. (2) The date by which the consumer must cancel the contract to avoid automatic renewal. (3) The procedures the consumer must follow to cancel the contract. If the consumer entered into the contract online, the seller must provide an online procedure for a consumer to cancel the contract. (4) How the consumer may obtain details of the automatic renewal provision, including any of the following: a. Contacting the seller at a specified telephone number or address. b. Providing a copy of the provision. c. Providing access to the contract. d. By any other appropriate method. (c) A seller that fails to comply with the requirements of this section is in violation of this subchapter unless the seller demonstrates all of the following: (1) As part of the seller’s routine business practice, the seller does all of the following: a. Establishes and implements written procedures to comply with this section. b. Enforces compliance with the procedures established under paragraph (c)(1)a. of this section. (2) Any failure to comply with this section is the result of error. (3) As part of the seller’s routine business practice, where an error has caused the failure to comply with this section, the unearned portion of the contract subject to the automatic renewal provision is refunded as of the date on which the seller is notified of the error or becomes aware of the error, whichever is earlier. (d) This section does not apply to any of the following: (1) Matters subject to the jurisdiction of the Public Service Commission. (2) Matters subject to the jurisdiction of the Insurance Commission of this State. (3) Matters subject to the jurisdiction of the Federal Communications Commission. (4) Leases subject to the Residential Landlord-Tenant Code, Chapters 51 through 59 of Title 25, or the Manufactured Homes and Manufactured Home Communities Act, Chapter 70 of Title 25.

Del. Code tit. 6, § 2735 § § 2735. Remedies.

(a) Any person who engages in a deceptive practice governed by this subchapter shall be liable to a consumer in an amount equal to treble the amount of actual damages proved, plus reasonable attorneys’ fees. (b) A consumer likely to be damaged by a deceptive practice governed by this subchapter may be granted an injunction against it under the principles of equity and on terms the court considers reasonable. (c) With respect to any contract containing an automatic renewal provision that is renewed in violation of § 2734 of this title, such contract is voidable by the consumer. (1) The consumer may void the automatic renewal contract using any method that would have been sufficient to cancel the contract prior to its renewal. (2) A consumer who voids a contract pursuant to this subsection is not liable for any costs, fees, or expenses associated with the contract that accrue after the date on which the consumer voided the contract. The seller may retain a prorated fraction of any prepaid fees or costs based on the time since the renewal was executed and the time remaining in the renewal period. The seller shall refund any remaining prepaid fees or costs to the consumer within 30 days.

Del. Code tit. 6, § 2736 Application.

This subchapter shall not apply to contracts in which the total contract price or the total amount financed exceeds $50,000, or to any contract entered into with or acquired by a banking organization or building and loan association as defined by Chapters 1 and 17, respectively, of Title 5 or to any public utility tariff on file with the Delaware Public Service Commission pursuant to Chapter 7 [repealed] of Title 26.

Del. Code tit. 6, § 2737 Enforcement.

(a) (1) Before bringing an action with respect to the automatic renewal of any contract containing an automatic renewal provision that is renewed in violation of § 2734 of this title, the consumer must provide the seller with notice of the violation and a request to cancel the extension of the contract. The consumer must send this notice by 1 of the following: a. Email. b. Mail. c. Any other method offered by the seller. (2) An action may not be initiated under this chapter by the consumer against the seller for the cured violation of § 2734 of this title if, within 30 days of the consumer sending the notice required under paragraph (a)(1) of this section, the seller does all of the following: a. Cures the violation. b. Provides the consumer with a written statement that the alleged violation has been cured and that no further violations of that kind will occur and sends a copy of such statement to the Director of Consumer Protection of the Department of Justice. (3) Nothing in this section precludes investigation or enforcement action by the Attorney General for violations of this chapter. (b) In addition to any remedies a consumer may have at law or in equity, a violation of this subchapter shall be deemed an unlawful practice under § 2513 of this title and a violation of subchapter II of Chapter 25 of this title. (c) The automatic renewal provisions of this subchapter take effect on January 1, 2022.
Source: DE Code (Official Site)URL: https://delcode.delaware.gov/title6/c027/sc01/index.htmlFetched: 10/4/2026