CHAPTER 4.01. Delaware Contract Law

• Jurisdiction: United States

4.01. Delaware Contract Law

In matters not governed by the Uniform Commercial Code or other statutes, Delaware courts look to the common law and, in the absence of applicable Delaware case law, have found the Restatement (2d) of Contracts to be persuasive.¹

Delaware has adopted the entire Uniform Commercial Code, with few material variations.² Delaware has also enacted a number of other statutes relating to finance contracts, including commercial real estate financing. These statutes include matters such as:

• Choice of law (6 Del. C. § 2708)
• Statute of frauds (6 Del. C. § 2714)
• Consumer contracts (6 Del. C. § 2731-2736)
• Retail installment sales (6 Del. C. § 4301-4351)
• Fraudulent transfers (6 Del. C. § 1301-1311)
• Prohibited trade practices (6 Del. C. §§ 2501-2598) (including consumer fraud, deceptive trade practices, and security for franchise distributors)

Some of these statutes are discussed elsewhere.³

--------

Notes:

^[1] E.g., In re IBP, Inc. Shareholders Litigation, 789 A.2d 14, 55 (Del. Ch. 2001).

^[2] Title 6 of the Uniform Commercial Code dealing with bulk sales has been eliminated.

^[3] See infra Sections 4.06 and 4.08.