What is the Delaware Court of Chancery?

A specialized court with a broad equity tradition

The Delaware Court of Chancery is a trial court with jurisdiction to hear and determine matters and causes in equity. It is widely known for disputes involving the internal affairs of Delaware corporations and other business entities, but its work is not limited to corporate law. The Court also hears matters involving trusts, estates, guardianships, real property and other commercial or fiduciary relationships.

The Court's authority comes from Delaware's Constitution, statutes and the historical jurisdiction of equity courts. The current statutory starting point is 10 Del. C. Chapter 3 ↗.

Jurisdiction: the central question

Section 341 gives the Court jurisdiction over matters and causes in equity. Section 342 supplies an important limit: Chancery generally may not determine a matter where a sufficient remedy is available at common law or by statute before another Delaware court or jurisdiction.

As a result, the legal nature of the claim and the remedy sought can matter as much as the subject matter. A dispute about a corporation does not automatically belong in Chancery merely because a company is involved. A claim for money damages alone may raise a different jurisdictional question from a request for an injunction or specific performance. Statutes may also give Chancery particular responsibilities.

Common categories of litigation include:

• Corporate and entity disputes: internal governance, director and officer duties, stockholder rights, merger challenges and LLC or partnership disputes.
• Trusts and estates: fiduciary administration, trust interpretation and certain probate-related matters.
• Guardianships: appointment and oversight of guardians for people with disabilities.
• Real property: certain disputes involving title, land sales, restrictive covenants and equitable remedies.
• Commercial matters: selected contractual disputes where equitable jurisdiction or a statutory grant exists.

What does “equity” mean?

Equity refers to a body of legal principles and remedies developed to address situations where ordinary legal relief may be inadequate. It is not a general permission to decide cases based on personal notions of fairness. Equitable doctrines have their own rules, limits and history.

Why is it a non-jury court?

Chancery is a non-jury trial court. The Court decides equitable matters, often after hearings or trial before a judicial officer. When factual issues arise that must be tried by a jury, Delaware law allows Chancery to order those factual issues tried in the Superior Court under 10 Del. C. §369. This does not mean every Chancery matter automatically involves a jury or that a party can choose the forum simply by asking for one.

Judicial structure

The Court is led by a Chancellor and includes Vice Chancellors and Magistrates in Chancery. Judicial officers have distinct roles and assignments. Magistrates may handle matters assigned under statutes and Court rules. The official judicial-officer directory is the best place to confirm current names, assignments and biographies.

View current judicial officers ↗

What Chancery is not

• It is not the court for every disagreement involving a Delaware corporation.
• It is not a criminal trial court.
• It is not a substitute for the Superior Court where an adequate legal remedy exists.
• It is not a court whose decisions are immune from appeal. Appeals generally proceed to the Delaware Supreme Court.