DELAWARE - The Law Mind Legal Dictionary

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DELAWAREAuthored

The Law Mind • 991 words

Definition

Delaware has two distinct legal meanings:

1. A U.S. state. Delaware is one of the thirteen original states of the United States, and the first state to ratify the federal Constitution (December 7, 1787). As a sovereign state, Delaware enacts its own laws, maintains its own court system, and governs matters of property, contracts, family, and commerce within its borders.

2. A jurisdiction of extraordinary significance in American corporate law. Delaware is the dominant state of incorporation for public companies and a large proportion of private companies in the United States. Its significance in this context far exceeds its geographic or demographic size. The Delaware General Corporation Law (DGCL) and the decisions of the Delaware Court of Chancery and Delaware Supreme Court constitute the primary body of American corporate common law. When lawyers and researchers refer to "Delaware law" without further context, they almost always mean Delaware corporate and business entity law, not Delaware law generally.

Common Language

Modern common usage (Wiktionary): A member of the Lenape/Delaware people; an American variety of grape with compact bunches of small, sweet, amber-colored berries.

Historical common usage (Webster's 1913): An American grape with compact bunches of small, amber-colored berries, sweet and of a good flavor.

In ordinary and historical usage, "Delaware" refers to a grape variety or to the Indigenous Lenape people and their language — neither of which has any legal significance. In legal and business contexts, "Delaware" almost always signals a jurisdictional choice with substantial doctrinal consequences, particularly in corporate law. Researchers encountering the term in legal documents should treat it primarily as a jurisdictional marker, not a geographic descriptor.

Recognized Forms

/SUBTYPES

Delaware corporate law encompasses several body-of-law contexts that researchers should distinguish:

- Delaware General Corporation Law (DGCL): The statutory framework governing corporations formed in Delaware. The foundational text for most corporate law research.
- Delaware Court of Chancery: An equity court with jurisdiction over corporate disputes. Its decisions carry disproportionate national influence because so many corporations are incorporated in Delaware. No jury trials; cases are decided by chancellors with deep corporate law expertise.
- Delaware LLC and LP law: The Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act govern alternative entity structures and are similarly influential in private equity and fund formation contexts.
- Delaware franchise tax: A mandatory fee paid by Delaware-incorporated entities, calculated under statutory formulas. Relevant in corporate compliance and historical research into entity status.

Why It Matters in Research

The term "Delaware" in legal sources almost never means simply "the State of Delaware" — it is almost always a doctrinal and jurisdictional signal.

For corporate law research, the practical consequences are significant: when a corporation is formed in Delaware, Delaware corporate law governs internal affairs — director duties, shareholder rights, merger procedures, and similar matters — regardless of where the company actually operates. This is the internal affairs doctrine, and it means that a California-based company incorporated in Delaware is governed by Delaware corporate law on questions of governance. Researchers working on corporate disputes must identify the state of incorporation, not just the state of operations.

Historical sources, including Bouvier's, treat Delaware primarily as one of the original thirteen states with early colonial history. These sources predate the twentieth-century emergence of Delaware as the dominant corporate law jurisdiction. Researchers should not expect historical legal dictionaries to capture Delaware's modern corporate law significance — that evolution is a product of the late nineteenth and twentieth centuries, driven in part by New Jersey's initial dominance in corporate chartering, Delaware's subsequent competition for that role, and the cumulative effect of judicial expertise built up in the Court of Chancery over more than a century.

When researching corporate transactions, merger agreements, or fiduciary duty disputes, Delaware Court of Chancery opinions are frequently cited as controlling or highly persuasive authority even in cases litigated in other states, precisely because the parties' chosen law is Delaware. Researchers should be alert to this when tracing how corporate law develops: the forum may be anywhere, but the law applied is often Delaware's.

Researchers should also note that Delaware's prominence creates a drafting convention: when contracts or governance documents specify "the laws of the State of Delaware," that phrase in a corporate governance context specifically invokes the DGCL and Court of Chancery jurisprudence — a body of law with decades of interpretive precedent. The same phrase in a general commercial contract may have a different, narrower significance.

Historical Dictionary Support

Bouvier's Law Dictionary treats Delaware as one of the original states, providing a capsule colonial history: Dutch traders established a trading house in 1623, Swedish settlers arrived under Minuit in 1638, and successive European powers contested the territory before it became an English and then American jurisdiction. Bouvier's entry reflects the historical and constitutional significance of Delaware's first ratification of the Constitution — a point of pride in state identity — but contains no discussion of corporate law, as the DGCL's dominance postdates Bouvier's editions.

The gap between Bouvier's treatment and modern legal usage is substantial. No historical legal dictionary in the standard corpus captures Delaware's role as the preeminent corporate chartering jurisdiction. That development belongs to legal history after roughly 1899, when Delaware enacted its modern general corporation law in competition with New Jersey. Researchers relying solely on historical dictionaries will find Delaware's most legally consequential modern meaning entirely absent.

Encyclopedia Cross-Reference

Corporate Formation — Choice of State of Incorporation (Delaware vs. Others), The Law Mind Business Organizations & Corporate Law Encyclopedia

DELAWAREmain

Bouvier's Law Dictionary • 1928

The name of one of the original states of the United States of America, being the first to adopt the con- stitution. In 1623, Cornelius May, with some Dutch emi- grants, established a trading-house, but the settlers soon removed to North river. Ten years afterwards De Vries arrived at Cape Henlopen, but the natives shortly destroyed the settlement. In the spring of 1638 the Swedes under Minuit established a settle- ment at the mouth of the Minquas river, which was called by them the Christiana, in honor of their queen. They purchased all the lands from Cape Henlopen to the falls near Trenton, and named the country New Sweden. Stuyvesant, the Dutch gov- ernor of New York, ended the Swedish authority in 1654. The Dutch held the country until 1664, when it fell into the hands of the English, and was granted by Charles II. to his brother James, Duke of York. In 1682, William Penn obtained a patent from the Duke of York, releasing all his title claimed through his patent from the crown to a portion of the terri- tory. By this grant Penn became possessed of New Castle and the land lying within a circle of twelve miles around it, and subsequently of a tract of land beginning twelve miles south of New Castle and extending to Cape Henlopen. In consequence of a dispute between Penn and Lord Baltimore, the south and west lines, dividing his possessions from Mary- land, were traced in 1761, under a decree of Lord- Chancellor Hardwicke, by the surveyors Mason and Dixon; and this line, extended westward between Maryland and Pennsylvania, h. become historical as Mason and Dizon's line (q. v.). Delaware was divided into three counties, called New Castle, Kent, and Sussex, and by enactment of Penn was annexed to Pennsylvania under the name of The Three Lower Counties upon Delaware. These counties remained for twenty years a part of Penn- sylvania, each county sending six delegates to the general assembly. They separated in 1708, with the consent of the proprietary, and were governed by a separate legislature of their own, pursuant to the liberty reserved to them by a clause of their original charter. Delaware was the first state to ratify the federal constitution, on December 7, 1787. In 1776 a state constitution was framed, a second in 1792, and a third in 1831, which remained in force until 1897. The agitation for constitutional changes was begun before 1850, and in 1858 a convention was beid and a constitution adopted which was, on sub- mission to a popular vote, defeated. After the civil war the efforts to obtain a convention were resumed, but were unsuccessful until 1896.

DELAWAREn.

Websters Unabridged Dictionary (1913) • 1913

An American grape, with compact bunches of small, amber-colored berries, sweet and of a good flavor.

Delawarenoun

Wiktionary (English) • 2026

Wiktionary contributors • CC BY-SA 4.0 • via Kaikki
Extracted and formatted for display by Law Mind. Source link opens the current Wiktionary page and its contributor history; it is not a frozen copy of this extract.

A member of the Lenape / Delaware people. | An American variety of grape, with compact bunches of small, sweet, amber-colored berries.

Delawarename

Wiktionary (English) • 2026

A river flowing from the Catskills through New York, Pennsylvania, New Jersey and Delaware in the northeastern United States and emptying into the Atlantic Ocean at Delaware Bay. | The Lenape people, the indigenous people of Lenapehoking, in what is now the Mid-Atlantic United States. | Two closely related Algonquian languages of these people, Munsee and Unami. | The first state of the United States. Capital: Dover. Largest city: Wilmington. | A river in the United States that flows from northeast Kansas into the Kansas River. | Several places in the United States, named for the people or the state. | A city, the county seat of Delaware County, Ohio. | Several places in the United States, named for the people or the state. | A city in Delaware County, Iowa. | Several places in the United States, named for the people or the state. | A town in Sullivan County, New York. | Several places in the United States, named for the people or the state. | A town in Nowata County, Oklahoma. | Several places in the United States, named for the people or the state. | An unincorporated community in Ripley County, Indiana. | Several places in the United States, named for the people or the state. | An unincorporated community in Shannon County, Missouri. | Several places in the United States, named for the people or the state. | A ghost town in Keweenaw County, Michigan, in the Upper Peninsula. | Several places in the United States, named for the people or the state. | A number of townships in the United States, listed under Delaware Township. | A community in Ontario, Canada. | A surname.

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