Delaware’s Court of Chancery predicted that more than two million Delaware entities would be created in 2023 and described fiduciary duty and contract Law as “elemental forces” of Delaware corporate law.
“To Delaware’s good fortune, the number of its entities has grown year over year… [T]he number of Delaware entities should easily crest two million in 2023.” Sunder Energy, LLC v. Jackson, 2023 Del. Ch. LEXIS 580 (Del. Ch. Nov. 22, 2023) (Laster, V.C.).
These entities’ affairs are impacted by “two elemental forces of Delaware corporate law: private ordering and fiduciary accountability… The two domains [contractual and fiduciary relationships], while separate, are deeply intertwined, because many fiduciary relationships are formed through contract.” New Enterprise Associates 14, L.P. v. Rich, 295 A.3d 520, 2023 Del. Ch. LEXIS 102 (Del. Ch. 2023) (Laster, V.C.).
While parties should ensure their contracts say what they mean, the Delaware Supreme Court has warned practitioners not to be fooled by a “seemingly simple” word and that mere word placement “often creates ambiguity.”
“[P]arties should ensure their contracts say what they mean and mean what they say.” Frontline Technologies Parent, LLC v. Murphy, 2023 Del. Ch. LEXIS 336 (Del. Ch. Aug. 23, 2023) (Will, V.C.). Yet, even “[t]he use of [the] seemingly simple word [‘and’] in legal drafting has long been the cause of extensive litigation and debate.” Weinberg v. Waystar, Inc., 294 A.3d 1039, 2023 Del. LEXIS 88 (Del. 2023) (Valihura, J.). Likewise, “the placement of an adjective often creates ambiguity.” Daniel v. Hawkins, 289 A.3d 631, 2023 Del. LEXIS 5 (Del. 2023) (Valihura, J.).
Legal professionals have a resource to navigate these and other important aspects of contract law: Voss on Delaware Contract Law.
Published by CSC in collaboration with LexisNexis®, Voss on Delaware Contract Law is an unparalleled resource on the immense body of contract law that underpins the nation’s predominant corporate and alternative entities laws, as well as the contract-related disputes that are frequently addressed in Delaware’s renowned business courts and studied in commercial centers worldwide.
The uniquely practical and accessible format of Voss on Delaware Contract Law quickly directs users to thousands of quotations of cases, statutes, and rules. Its innovative content includes:
- Delaware Contract Philosophy (Chapter 1)
- Contract Formation and Parties (Chapter 2)
- Contract Interpretation (Chapter 3)
- Contract TypologyTM, a survey of authorities by “type” of contract, clause, phrase, or word (Chapter 8)
It also includes other key topics relevant to dispute resolution:
- Defenses (Chapter 10)
- Delaware Courts and Procedure (Chapter 11)
- Breach of Contract (Chapter 12)
- Contract-Related Claims, including selected business torts (Chapter 13)
- Damages (Chapter 14)
- Non-Damages Remedies (Chapter 15)
- Supplementary Relief (Chapter 16)
2024 Release of Voss on Delaware Contract Law
The January 2024 release 5 of Voss on Delaware Contract Law is now available. It updates all 18 chapters, adds new subsections, and refers to more than 150 recent Delaware judicial opinions and orders. With these enhancements, Voss on Delaware Contract Law cites more than 3,500 authorities spanning more than 100 years.
This publication is an innovative resource for attorneys and firms who:
- Draft or review contracts with choice of law or choice of forum provisions that specify Delaware law or courts, or that otherwise might be subject to Delaware law or courts
- Advise on Delaware contract law or related matters (such as Delaware business entities, fiduciary law, investor agreements, and mergers and acquisitions)
- Represent businesses, investors, or individuals that litigate in the Delaware Court of Chancery, or who might become involved in disputes that could lead to litigation in Delaware
- Litigate or advise on behalf of Delaware business entities
Voss on Delaware Contract Law is available as a three-volume binder set or as an eBook, compatible with dedicated eReader devices, computers, tablets, and smartphones that use eReader software or applications. It’s also available on the LexisNexis® Digital Library.
To learn more about Voss on Delaware Contract Law, call 1-800-533-1637 or visit us online at lexisnexis.com/csc.
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