Delaware Code
6 Del. C. § 1-103 (2026)
Construction of Uniform Commercial Code to promote its purposes and policies; applicability of supplemental principles of law
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(a) The Uniform Commercial Code must be liberally construed and applied to promote its underlying purposes and policies, which are:
(1) To simplify, clarify, and modernize the law governing commercial transactions;
(2) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and
(3) To make uniform the law among the various jurisdictions.
(b) Unless displaced by the particular provisions of the Uniform Commercial Code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions.
5A Del. C. 1953, §§ 1-102; 55 Del. Laws, c. 349; 74 Del. Laws, c. 332, § 1;Notes of Decisions
Cited in 9
cases (2 in the last 5 years), 1976–2025 · leading case: Kallop v. McAllister, 678 A.2d 526 (Del. 1996).
Kallop v. McAllister, 678 A.2d 526 (Del. 1996). “2d 1085, 1088-92 (1995), pursuant to 6 Del.C. § 1-103 *530 (UCC) the provisions of the Uniform Commercial Code are generally supplemented by principles of law and equity.”
Rushton v. Shea, 423 F. Supp. 468 (D. Del. 1976). “When the Code fails to answer a particular question directly, there is no need to completely disregard prior law, 6 Del.C. § 1-103, but the primary source of learning should be the Code itself.”
Acierno v. Worthy Bros. Pipeline Corp., 656 A.2d 1085 (Del. 1995). “Unless displaced, by the particular provisions of this subtitle, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other…”
Lady Benjamin PD Cannon v. Romeo Sys., Inc., No. 2021-0171-PAF, 2025 WL 2848069 (Del. Ch. Oct. 7, 2025). “”); 6 Del. C. § 1-103 cmt. 2 (“[W]hile principles of common law and equity may supplement provisions of the [UCC], they may not be used to supplant its provisions, or the purposes and policies those provisions reflect, unless a specific provision of the [UCC] provides otherwise.”
Blaskovitz, Jr. v. Dover Fed. Credit Union, No. K16C-10-017 WLW (Del. Super. Ct. June 15, 2017). “The Negligence Claims are Precluded by the Uniform Commercz`al Code As to the negligence claim made by the Plaintiffs, the duties alleged are entirely displaced by the Uniform Commercial Code, which imposes strict liability against a financial institution for the payment of an…”
Navient Solutions v. BPG Off. Partners, 315 A.3d 1164 (Del. Super. Ct. 2024). “68 6 Del. C. § 1-103. 69 Off. Comm. of Unsecured Creditors of Motors Liquidation Co.”
Kathleen Keener v. Wells Fargo Bank N.A., No. CPU4-17-000071 (Del. Ct. Com. Pl. Dec. 5, 2017). “”); see also 6 Del. C. § 1-103 (“Unless displaced by the particular provisions of the Uniform Commercial Code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation,…”
Cont'l Fin. Co. v. TD Bank, N.A., No. N17C-07-002 MMJ CCLD (Del. Super. Ct. Dec. 10, 2018). “11 6 Del. C. §§ 1-103(b), cmt. 2 (“The Uniform Commercial Code was drafted against the backdrop of existing bodies of law, including the common law and equity, and relies on those bodies of law to supplement it provisions in many important ways At the same time, the Uniform…”
Keeler v. Wells Fargo Bank, N.A., No. N17A-12-005 VLM (Del. Super. Ct. Mar. 25, 2019). “See also 6 Del. C. § 1-103(d). In Mahajjj), an employee of Mahaffy & Associates, Inc.”
6 Del. C. § 1-103(a): 1 case
Lady Benjamin PD Cannon v. Romeo Sys., Inc., No. 2021-0171-PAF, 2025 WL 2848069 (Del. Ch. Oct. 7, 2025). “”); 6 Del. C. § 1-103 cmt. 2 (“[W]hile principles of common law and equity may supplement provisions of the [UCC], they may not be used to supplant its provisions, or the purposes and policies those provisions reflect, unless a specific provision of the [UCC] provides otherwise.”
6 Del. C. § 1-103(a)(2): 1 case
Blaskovitz, Jr. v. Dover Fed. Credit Union, No. K16C-10-017 WLW (Del. Super. Ct. June 15, 2017). “The Negligence Claims are Precluded by the Uniform Commercz`al Code As to the negligence claim made by the Plaintiffs, the duties alleged are entirely displaced by the Uniform Commercial Code, which imposes strict liability against a financial institution for the payment of an…”
6 Del. C. § 1-103(b): 2 cases
Cont'l Fin. Co. v. TD Bank, N.A., No. N17C-07-002 MMJ CCLD (Del. Super. Ct. Dec. 10, 2018). “11 6 Del. C. §§ 1-103(b), cmt. 2 (“The Uniform Commercial Code was drafted against the backdrop of existing bodies of law, including the common law and equity, and relies on those bodies of law to supplement it provisions in many important ways At the same time, the Uniform…”
Lady Benjamin PD Cannon v. Romeo Sys., Inc., No. 2021-0171-PAF, 2025 WL 2848069 (Del. Ch. Oct. 7, 2025). “”); 6 Del. C. § 1-103 cmt. 2 (“[W]hile principles of common law and equity may supplement provisions of the [UCC], they may not be used to supplant its provisions, or the purposes and policies those provisions reflect, unless a specific provision of the [UCC] provides otherwise.”
6 Del. C. § 1-103(d): 1 case
Keeler v. Wells Fargo Bank, N.A., No. N17A-12-005 VLM (Del. Super. Ct. Mar. 25, 2019). “See also 6 Del. C. § 1-103(d). In Mahajjj), an employee of Mahaffy & Associates, Inc.”
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