Delaware, USA
The default jurisdiction for most US business contracts — predictable courts, well-developed case law, and a familiar legal vocabulary.
Overview
Delaware has become the default choice for US commercial contracts and corporate formation for reasons that are more about infrastructure than geography. A specialized court (the Court of Chancery) has heard business disputes for well over a century and has produced a deep body of case law on contract interpretation, fiduciary duties, and corporate governance. For companies operating across multiple states, that predictability is usually worth more than any home-field advantage.
Choosing Delaware law does not require either party to be located there. Two companies based in California can write a contract governed by Delaware law and litigated in Delaware courts, and they frequently do. The combination of sophisticated judges, clear precedent, and commercial pragmatism makes drafting easier: most standard clauses — limitation of liability, indemnification, choice of law, forum selection — have well-understood meanings under Delaware case law.
That said, Delaware is not a universal solvent. Consumer contracts, employment matters, and disputes with a strong local nexus may still be pulled back into another state's courts under mandatory rules, and federal law (securities, antitrust, IP) applies regardless of the governing-law clause. Delaware is the sensible starting point for US B2B contracts, not a guarantee that nothing else matters.
What we support
Contract types we can draft for Delaware, USA today:
- Non-disclosure agreements (mutual and one-way)
- Master services agreements (MSA)
- Statements of work (SOW)
- Employment and offer letters
- Consulting and independent contractor agreements
- SaaS and software subscription agreements
Quirks to know
- Delaware courts take contract wording seriously. Ambiguity tends to be resolved by reading the document carefully rather than importing broad fairness arguments.
- Implied duties of good faith exist but are narrow. If you want a behavior, write it down — do not rely on a court to add it later.
- Liability caps and exclusion-of-damages clauses are generally enforceable between sophisticated parties, with well-known limits for things like fraud and willful misconduct.
- Forum-selection clauses pointing to Delaware courts are usually respected, but enforcement of a judgment in another state or country still depends on local rules there.
- Delaware is a state law system — federal rules on IP, securities, privacy, and sanctions apply on top, and no governing-law clause changes that.
Related clause explainers
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This primer is general information and is not legal advice.