Memorandum of Understanding governed by the law of Delaware, United States
DealDocs sets the laws of the State of Delaware, without regard to its conflict of laws principles as the governing law when you choose Delaware, United States. The forum clause reads: “The Parties irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if that court lacks subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, in respect of any dispute arising out of or in connection with this document.”
Governing law
the laws of the State of Delaware, without regard to its conflict of laws principles
Legal system
Common law, a common law system, where statutes sit alongside a substantial body of judicial precedent that shapes how contract terms are actually read.
Conventional arbitration seat
Wilmington, Delaware
Naming a party formed here
DealDocs' guided interview references the State of Delaware when you enter a party formed in Delaware, United States.
What's different about an MOU in Delaware, United States
Delaware is a common choice of governing law for US commercial transactions regardless of where the parties are actually located, since Delaware's own statute (6 Del. C. § 2708) validates that choice for contracts of $100,000 or more. The case Delaware courts are most known for here is SIGA Technologies v PharmAthene, where the Delaware Court of Chancery enforced an express duty to negotiate in good faith and awarded expectation damages, the value of the deal itself, which is unusually aggressive for a US jurisdiction and is exactly why DealDocs' MOU carries express no-duty-to-negotiate language as a countermeasure.
Build your MOU for Delaware now
The guided interview asks for the governing law up front, so the right jurisdiction-specific clauses are included automatically. Preview the full plain English guide and completeness check for free before you unlock the document.
Frequently asked questions
Can Delaware courts force a party to keep negotiating in good faith?
Yes. In SIGA Technologies v PharmAthene, the Delaware Court of Chancery enforced an express duty to negotiate in good faith and awarded expectation damages, which is why DealDocs’ MOU includes express no-duty-to-negotiate language.
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