Yesterday, I mentioned Section 18-1104 of the Delaware Limited Liability Company Act which provides the following default rule: ”In any case not provided for in this chapter [Chapter 18, Title 6], the rules of law and equity, including the law merchant, shall govern.” In Auriga Capital Corp. v. Gatz Properties, LLC, 40 A.3d 839 (Del. Ch. 2012), Chancellor Leo E Strine, Jr. focused on the statute’s reference to equity.
In providing for the application of law and equity, there is nothing particularly unusual about Section 18-1104. A very similar provision can be found in Sections 107 of the Uniform Limited Liability Company Act (Revised) and the Uniform Limited Partnership Act (2001). What I do find unusual is the Delaware statute’s express reference to the law merchant.
Mr Bishop goes on with an extended and very interesting discussion of the Law Merchant and delaware's incorporation thereof. I recommend it.