Delaware Code

6 Del. C. § 1-301 (2026)

Territorial applicability; parties’ power to choose applicable law

✓ current as of May 2026
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(a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation the parties may agree that the law either of this State or of such other state or nation shall govern their rights and duties.

(b) In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), the Uniform Commercial Code applies to transactions bearing an appropriate relation to this state.

(c) If one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:

(1) Section 2-402;

(2) Sections 2A-105 and 2A-106;

(3) Section 4-102;

(4) Section 4A-507;

(5) Section 5-116;

(6) Section 8-110;

(7) Sections 9-301 through 9-307;

(8) Section 12-107.

5A Del. C. 1953., §§  1-10555 Del. Laws, c. 34964 Del. Laws, c. 152, §  168 Del. Laws, c. 249, §  268 Del. Laws, c. 430, §  270 Del. Laws, c. 439, §  271 Del. Laws, c. 75, §  1671 Del. Laws, c. 393, §  272 Del. Laws, c. 401, §  273 Del. Laws, c. 330, §  174 Del. Laws, c. 332, §  184 Del. Laws, c. 174, § 3