Commerce and Trade


Other Laws Relating to Commerce and Trade

CHAPTER 27. Contracts

Subchapter I. General Provisions

§ 2701. Joint and several contracts.

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

Code 1852, §  1170;  Code 1915, §  2628;  Code 1935, §  3108;  6 Del. C. 1953, §  2701; 

§ 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.

Code 1852, §§  1168, 1169;  18 Del. Laws, c. 213;  Code 1915, §  2627;  Code 1935, §  3107;  6 Del. C. 1953, §  2702;  70 Del. Laws, c. 186, §  1

§ 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.

6 Del. C. 1953, §  2703; 

§ 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.

6 Del. C. 1953, §  2704;  56 Del. Laws, c. 44457 Del. Laws, c. 70666 Del. Laws, c. 394, §§  1-574 Del. Laws, c. 105, §§  1, 2

§ 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.

6 Del. C. 1953, §  2705;  57 Del. Laws, c. 7458 Del. Laws, c. 511, §  870 Del. Laws, c. 186, §  1

§ 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.

6 Del. C. 1953, §  2706;  58 Del. Laws, c. 440, §  170 Del. Laws, c. 186, §  1

§ 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.

64 Del. Laws, c. 175, §  1

§ 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.

69 Del. Laws, c. 127, §  175 Del. Laws, c. 66, §  5