Rules Of The Court Of Chancery Of The State Of Delaware I. Scope Of .

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RULES OF THE COURT OF CHANCERY OF THE STATE OF DELAWAREI. SCOPE OF RULES -- ONE FORM OF ACTION.Rule 1. Scope and purpose of Rules.These Rules shall govern the procedure in the Court of Chancery of the State of Delawarewith the exceptions stated in Rule 81. They shall be construed and administered to secure thejust, speedy and inexpensive determination of every proceeding.Rule 2. One form of action.There shall be 1 form of action to be known as "civil action."II. COMMENCEMENT OF ACTION; SERVICE OF PROCESS, PLEADINGS,MOTIONS, AND ORDERS; DEPOSIT AND SECURITY FOR COSTS.Rule 3. Commencement of action.(a) Complaint. -(1) An action is commenced by filing with the Register in Chancery a complaint or, ifrequired by statute, a petition or statement of claim all hereafter referred to as "complaint."Sufficient copies of the complaint shall be filed so that 1 copy is available for service on eachdefendant as hereafter provided, unless the Court orders otherwise.(2) Each complaint, when accepted for filing by the Register in Chancery, shall beaccompanied by a covering sheet in the form adopted by the Court and containing informationwhich the Court shall determine is necessary and appropriate.(aa) Verification. -- All complaints, counterclaims, cross-claims and third party complaints,and any amendments thereto, shall be verified by each of the parties filing such pleading. Everypleading, except that filed by a corporation, which is required to be verified by a statute or bythese Rules shall be under oath or affirmation by the party filing such pleading that the mattercontained therein insofar as it concerns the party’s act and deed is true, and so far as it relates tothe act and deed of any other person, is believed by the party to be true. Every pleading by acorporation which much be verified shall be verified under oath or affirmation by the chairpersonor vice-chairperson of the board of directors, by the president, by a vice-president, by a secretary,by an assistant secretary, by the treasurer, or by an authorized agent and shall be under the seal ofa corporation.(b) Nonrefundable deposit for costs. -- The Register in Chancery shall not file any paper orrecord or docket proceeding until a nonrefundable deposit for fees and costs has been made withthe Register. Such deposit is 100 for all matters except those specifically stated herein. TheRegister in Chancery shall apply the deposit from time to time in payment of the fees and costsof the Register's office. If the amount of the deposit is expended in payment of such fees andcosts as they accrue from time to time, the Register shall demand and receive such additionalamount as shall be necessary in the Register's judgment to defray fees and costs for additionalservices before any such services shall be performed. If the amount of the deposit is notexhausted in payment of such fees and costs, any balance is not refundable and shall be retainedby the Register in Chancery at the end of the case. An additional deposit of 400 shall berequired in all actions commenced by writ of sequestration, pursuant to 10 Del. C. § 366; 200of such additional deposit shall be set aside solely for the purpose of paying any fee that the

Court may allow the sequestrator. For papers filed from time to time in connection withguardianship matters, the deposit for costs shall be such sum as the Register, from the Register'sexperience, shall deem sufficient to cover fees and costs of the Register's office for such matter.This rule shall not apply to any action or other proceeding that is exempt by law from making adeposit for costs.(bb) Court fees or charges. -- The Register in Chancery shall assess the following court fees:FEES AND CHARGES APPLICABLE TO ALL TYPES OF ACTIONSIssuing summonses, subpoenas, and other writsOriginalEach copyFiling an exception to a Master's Final ReportNoticing appeal (including preparation of record)Furnishing advertisements to publishersCertification of a document (excludes copy charge)Exemplification of a document (in addition to certification)Preparation of Register's certificatePreparation of short certificateFiling commissionFiling bondAny court proceeding scheduled upon request of a party,whether in-person or telephonicDocketing any item, per pageScanning hard copy documents for docketing, per pagePhotocopies, per pageCopies of opinions, per pageMicrofilm copies, per pageFacsimiles, first pageFacsimiles, per page after firstStorage of exhibits, per exhibit(charged to party that submitted exhibit)Archival retrieval fees (excluding copy charge)One folder or lessFor each box or partial box greater than one folderPreparation of mailing via next day carrier(excludes copy charge) 50 25 100 500 25 25 50 25 25 20 25 150 per day 1.75 2 1.50 1.50 2 10 2 10 25 50 5CIVIL ACTION FEESFiling a new case or petitionWith 1 or 2 defendantsWith 3 or more defendantsAsserting class action or derivative claimsAsserting technology disputes under 10 Del. C. § 346 250 350 600 600

Involving service under 10 Del. C. § 3114with 10 or less defendants 600with more than 10 defendants 850To confirm or vacate an arbitration award 500For partition 150For decree of distribution 150To sell real property to pay debts 150For instructions 150For adjudication of presumed death 150For order disposing of remains 150For elective share 150For admission of a copy of decedent's will to probate 150For a rule to show cause to compel return of assetsPursuant to 12 Del. C. § 2105 150To remove the personal representative of a decedent's 250estateFor sequestration 850(In addition to filing fees an extra 100 is collected at time of filing asa deposit for court costs)Counterclaims, cross-claims, or third-party claims are charged at the samerates as a new case or petitionAmended complaint 150An amended complaint must be separately docketed. A party cannot relyon the form of amended complaint attached to a motion for leave to amendMotion or application for expedited proceedings 300Note: A motion or application for expedited proceedings must be filed inconnection with any motion or application for a temporary restraining orderor preliminary injunction or in conjunction with any summary proceedingPetition for Mediation under Rules 93-95Each additional day of mediationService letters under 10 Del. C. § 3114 (per letter) 10,000 5,000 10TRUST FEESPetitionsFor administration of new trustTo modify a trustOtherwise civil action fees applyTrustee bondFiling, recording & indexing accounts of trustees and receiversAmount of principal and income of trust:Less than 500 to 1000 1001 to 5000 5001 to 15,000 25 650 10 10 20 60

Each additional 1000 to 10,000 or part thereofCharge per pageFiling inventory, charge per pageMailing notices to interested parties (per notice)Trustee releaseRegistering certificates of trustFiling an exception to trust accountingOrders modifying a trust - per additional order beyond one 15 1 2 5 10 25 100 150GUARDIANSHIP FEESPetition or applicationTo appoint guardian for a minor(inclusive of all initial filing fees)To appoint guardian for a disabled person(inclusive of all initial filing fees)In connection with tort settlement(inclusive of all initial filing fees)For a rule to show cause in a pending actionTo remove a guardianTo appoint a successor guardianTo expendTo initiate or increase monthly allotmentTo reinvestTo sell real estateTo accept foreign guardianshipTo transfer guardianshipPromissory note for guardian borrowing from accountTransfer of fundsThird party certification of compliance with orderFiling an exception to guardianship accounting 125 125 125 50 50 50 35 35 35 50 50 50 25 15 3 100RECEIVERSHIP FEESOrder appointing receiverProcessing of receivership claimsClaims under 100Claims of 100 to 999Claims of 1000 or greater 100 0 253% of amount paidSTATEWIDE SECURITY FEE APPLICABLE TO ALL COURTSPursuant to 10 Del. C. § 8505, a 10 fee is assessed in addition to any other costs imposed by

Rule for each complaint, amended complaint, petition, cross-petition, counter-petition, crossclaim, counterclaim, or third party complaint. The fee is not retained by the Court of Chancery.It is deposited in the Court Security Fund to provide supplemental funding for personnel,equipment, and/or training expenses related to judicial branch security.THE ATTORNEY GENERAL WHEN FILING UNDER THE DELAWARE FAIR HOUSINGACT PURSUANT TO 6 Del. C. § 4614(e) OR IN VETERANS ADMINISTRATION CASES,THE OFFICE OF THE PUBLIC GUARDIAN, THE INSURANCE COMMISSIONER, ANDTHE HUMAN RELATIONS COMMISSION ARE EXEMPT FROM PAYING FILING FEESAND COSTS.Charges for matters not covered by this Rule shall be filed by Order of the Court. Any chargeherein may be increased or decreased by the Court for good cause.(c) Security for costs. -- In every case in which the plaintiff is not at the time of filing thecomplaint a resident of this State, or being so, afterwards moves from the State, an order forsecurity for costs may be entered upon motion after 5 days notice to the plaintiff; in default ofsuch security the Court, on motion, may dismiss the complaint.Rule 4. Process.(a) Summons; issuance. -- Upon commencement of an action the plaintiff may present asummons to the Register in Chancery for signature and seal. If the summons is in proper form,the Register in Chancery shall sign, seal and issue it to the plaintiff for service on the defendant.A summons, or a copy of the summons if addressed to multiple defendants, shall be issued foreach defendant to be served.(b) Same; form. -- The summons shall be signed by the Register in Chancery, be under theseal of the Court, contain the name of the Court and the names of the parties, state the name ofthe official or other person to whom it is directed, the name and address of the plaintiff'sattorney, if any, otherwise the plaintiff's address, and the time within which these Rules requirethe defendant to appear and defend, and shall notify the defendant that in case of the defendant'sfailure to do so judgment by default will be rendered against the defendant for the reliefdemanded in the complaint.(c) By whom served. -- Service of summons may be effected by any person who is not a partyand who is at least 18 years of age. At the request of the plaintiff, the Court may direct thatservice be effected by the sheriff, the sheriff's deputy or by another person specially appointed bythe Court for that purpose. All persons, other than the sheriff or his deputy, wishing to serveprocess in person for Court of Chancery matters must be registered with the Court in accordancewith the procedures set out in the Court's operating procedures.(d) Summons; personal service. -- The summons and complaint shall be served together. TheRegister in Chancery shall furnish the person making service with such copies as are necessary.Service shall be made as follows:(1) Upon an individual other than an infant or an incompetent person by delivering acopy of the summons and of the complaint to the individual personally, or by leaving copiesthereof at the individual's dwelling house or usual place of abode with some person of suitableage and discretion then residing therein, or by delivering a copy of the summons and of thecomplaint to an agent authorized by appointment or by law to receive service of process.

(2) Upon an infant by serving the summons in the manner prescribed by law for serviceof summons upon any such defendant.(3) Upon an incompetent person by serving the summons in the manner prescribed bylaw for service of summons upon any such defendant.(4) Upon a Delaware corporation or a foreign corporation in the manner provided bystatute.(5), (6) Repealed.(7) An order directing another or an additional mode of service of a summons in aspecial case may be made by the Court.(da) Service by publication. -- No order shall be entered under 10 Del. C. § 365 unless averified complaint or affidavit accompanying the application for such an order contains anallegation that any defendant is a nonresident of the State and contains a further allegation as tothe last known address of such defendant or an allegation that the address of the defendantoutside Delaware is unknown and cannot, with due diligence, be ascertained. In addition to thepublication of the order for the appearance of a defendant prescribed by 10 Del. C. § 365, theorder shall provide for sending such defendant by registered or certified mail a copy of suchorder and a copy of the complaint at the defendant's address outside of Delaware where theverified complaint or affidavit contains such information. The Court may direct the giving ofother notice to such defendant in such manner as may be deemed appropriate under thecircumstances.(db) Service by publication and seizure. -(1) No order shall be entered under 10 Del. C. § 366 unless it appears in the complaintthat the defendant or any one or more of the defendants is a nonresident of the State of Delawareand the application therefor is accompanied by the affidavit of a plaintiff or other credible personstating:(a) As to each nonresident defendant whose appearance is sought to be compelled,the defendant's last known address or a statement that such address is unknown and cannot withdue diligence be ascertained.(b) The following information as to the property of each such defendant sought tobe seized:(i) A reasonable description thereof.(ii) The estimated amount and value thereof.(iii) The nature of the defendant's title or interest therein; and if such title orinterest be equitable in nature, the name of the holder of the legal title.(iv) The source of affiant's information as to any of the items as to whichthe affidavit is made on information and belief.(v) The reason for the omission of any of the required statements.(2) Within 3 business days after the filing of such bond or bonds as may be required orwithin such other time as the Court may fix, the Register shall, in addition to making the requiredpublication, send by registered or certified mail to each defendant whose appearance is sought tobe compelled a certified copy of the order and a copy of the pleading asserting the claim.(3) After the filing of such bond or bonds as may be required by the order, but not laterthan 10 days after the date of the order of seizure, the sequestrator shall serve a certified copy ofthe order upon the person, persons or corporation having possession or custody of the property orcontrol of its transfer, and shall seize the property. The sequestrator shall seize property which is,or appears, not to be susceptible of physical seizure within the State by serving a director in

writing that the person, persons or corporation having possession or custody of the property orcontrol of its transfer, shall:(a) Retain the property and recognize no transfer thereof until further notice fromthe sequestrator or order of the Court;(b) Forthwith make a notation upon any records pertaining to the property thatsuch property is held pursuant to the order of the Court; and(c) Within 10 days after the date of such service, deliver a certificate under oath tothe sequestrator, specifying (i) Such defendant's property, if any, of which it has possession,custody or control or control of its transfer; (ii) whether the title or interest of each suchdefendant is legal or beneficial; and (iii) if legal, the name and address of the holder of anyequitable title or interest therein, if known, and, if beneficial, the name and address of the holderof the legal title thereto, if known.(4) Within 20 days after seizure, unless otherwise specially ordered, the sequestratorshall make a return to the Court, therein setting out all proceedings hereunder to the date of saidreturn, including the date and hour or service and seizure pursuant to subparagraph (3) hereof.(5) The Court may in its discretion and subject to statutory requirements dispense withor modify compliance with the requirements of any part of this rule in any cause uponapplication to it stating the reasons therefor.(dc) Service pursuant to 10 Del. C. § 3114. -(1)(a) In every action where service of process is sought pursuant to 10 Del. C. § 3114against a nonresident of Delaware by reason of such nonresident's service as officer, director,trustee or member of the governing body of a corporation organized under the laws of this State,the party seeking such service of process shall at the time when such service is applied for filewith the Register in Chancery a statement signed by the attorney for the applicant or, if theapplicant is not represented by counsel, by the applicant, containing the following information:(i) The name and principal business address of the corporation upon whosegoverning body the nonresident serves or has served, which address shall be the principalbusiness address set forth on the most recent annual report filed by the corporation with theSecretary of State of Delaware, unless the statement shall also contain the basis for theapplicant's conclusion that the business address set forth on the most recent annual report is notpresently the principal business address of the corporation.(ii) The name and address, including county, of the registered agent inDelaware of said corporation, or a statement that the corporation has no present registered agent.(iii) The last residence address known to the applicant of each nonresidentas to whom service of process is sought, which address shall be the residence address of suchnonresident defendant set forth on the most recent annual report filed by the corporation with theSecretary of State of Delaware, unless the statement shall also contain the basis for theapplicant's conclusion that the residence address set forth in the most recent annual report filedby the corporation is not presently the residence address of such nonresident.(b) If any information called for by subparagraph (1)(a) is not known to theapplicant, the statement shall so state and shall also state affirmatively that the applicant hasmade diligent efforts to ascertain such information.(2)(a) If the summons presented by the plaintiff applying for service pursuant to 10 Del.C. § 3114 is in proper form, the Register in Chancery shall sign, seal and issue it to the plaintifffor service upon the registered agent of the corporation upon whose governing board thenonresident serves or has served, or, if the corporation has no registered agent, upon the

Secretary of State. The plaintiff shall file a return of service forthwith after effectuation of saidservice.(b) The summons issued pursuant to subparagraph (2)(a) hereof shall, in additionto the statements called for under other provisions of law, state that it is issued pursuant to 10Del. C. § 3114 and a copy of that statute shall be appended thereto. The summons shall directthat an answer or other responsive pleading be filed in accordance with the time provisions of thestatute.(3) Within 7 days after service under subparagraph (2)(b) hereof is effected, theRegister shall send by registered mail to each nonresident upon whom service is being effected,copies of all of the papers served upon the corporation under subparagraph (2)(a) hereof at: (a)The principal place of business of the corporation and (b) the residence address of suchnonresident. The Register shall note on the docket of the cause the date upon which suchmailings take place.IN THE COURT OF CHANCERY OF THE STATE OFDELAWAREPlaintiff,CIVIL ACTION NO.v.SUMMONS PURSUANTDefendant.TO 10 DEL. C. § 3114THE STATE OF DELAWARETO THE SHERIFF OF NEW CASTLE COUNTY:YOU ARE COMMANDED:To Summon the above named individual defendant ( ) by service pursuant to 10Del. C. § 3114 upon the defendant(s)' designated agent for service of processin Delaware, ., being the registered agent for ., aDelaware corporation, so that within the time required by law, such defendant( ) shall serve upon ., plaintiff's attorney whose address is. and answer to the complaint.To serve upon defendant ( ) a copy hereof, of the complaint, and of astatement of plaintiff filed pursuant to Chancery Court Rule 4(dc)(1).Dated .Register in Chancery(e), (f) Omitted.(g) Return. -- The summons provided for in paragraph (a) hereof shall be returnable 20 daysafter the issuance thereof unless otherwise specially ordered. The person serving the processshall make return thereof to the Court promptly, after service and in any event on the return daythereof. Process which cannot be served before the return day thereof shall be returned on thereturn day and such return shall set forth the reasons why service could not be had. If service ismade by a person other than by an officer or the officer's deputy such person's return shall beverified. Failure to make a return or proof of service shall not affect the validity of service.(h) Amendment. -- At any time in its discretion and upon such terms as it deems just, theCourt may allow any process or return of proof of service to be amended unless it clearly appearsthat material prejudice would result to the substantial rights of the party against whom theprocess issued.

Form 1.APPLICATION OF INDIVIDUAL SEEKING DESIGNATION AS SPECIAL PROCESSSERVER FOR THE COURT OF CHANCERY OF THE STATE OF DELAWARE:1. NAME OF INDIVIDUAL2. HOME ADDRESS3. HOME PHONE 4. WORK PHONE5. DRIVERS LICENSE NO.6. DATE OF BIRTH7. HEIGHT 8. WEIGHT9. HAIR COLOR 10. EYE COLOR11. COMPANY/FIRM NAME12. COMPANY/FIRM ADDRESS13. HOW LONG HAVE YOU BEEN WITH THE COMPANY/FIRM?Form 2.CERTIFICATION OF APPLICANTS SEEKING DESIGNATION AS SPECIAL PROCESSSERVER FOR THE COURT OF CHANCERY OF THE STATE OF DELAWARE:I, , swear/affirm under oath that I will perform the duties of a process server incompliance with the provisions of law governing the service of process in Delaware.I further swear/affirm under oath that:I will perform personal service of Court of Chancery documents in a business-like manner inaccordance with all applicable statutes, rules of procedure and Court of Chancery policies andprocedures regarding service.I acknowledge that I may not represent myself as an officer of the Court.I will accurately, completely and legibly provide to the Court the requisite information oneach document relative to service, as specified by the Court.I will indemnify and hold harmless the State of Delaware and all its agencies from and againstany and all claims for injury, loss of life, or damage to or loss of use of property caused by oralleged to be caused by my acts or omissions and which arise out of my performance or failure toperform as specified above.I am 18 years or age or older.I am not a party to the case for which I am serving process.I declare under penalty, under the laws of the State of Delaware, that the foregoing is true andcorrect. Date Signature of Special Process Server Applicant SWORN ANDSUBSCRIBED before me this day of , .Notary PublicForm 3.APPLICATION OF COMPANY/FIRM TO BE REGISTERED TO HAVE A DESIGNATEDMEMBER OF THEIR ORGANIZATION AUTHORIZED AS A SPECIAL PROCESSSERVER FOR THE COURT OF CHANCERYI swear or affirm under oath that:

The information provided is true and accurate to the best of my knowledge.It is the responsibility of the company/firm to ensure that all persons who provide service ofprocess for the company/firm comply with the Court's requirements as outlined.The company/firm will indemnify and hold harmless the State of Delaware and all itsagencies from and against any and all claims for injury, loss of life, or damage to or loss of useof property caused or alleged to be caused by acts or omissions of its contractors or employeesand which arise out of the contractors or employees' performance or failure to perform asspecified.I declare under penalty of perjury, under the laws of the State of Delaware, that the foregoingis true and correct. Date Manager of Company/Firm Making ApplicationSWORN AND SUBSCRIBED before me this day of , .Notary PublicForm 4.COURT OF CHANCERY OF THE STATE OF DELAWAREAuthorization of Special Process ServerName of ApplicantCompany/Firm Employing ApplicantApplication reviewed by Ken Lagowski on .Approved DeniedChancellorExpiration date of this appointmentRule 5. Service and filing of pleadings and other papers; appearance and withdrawalthereof.(a) Service: When required. -- Except as otherwise provided in these rules, every orderrequired by its terms to be served, every pleading subsequent to the original complaint unless theCourt otherwise orders because of numerous defendants, every paper relating to discoveryrequired to be served upon a party, unless the Court otherwise orders, every written motion otherthan one which may be heard ex parte, and every written notice, appearance, demand, offer ofjudgment, designation of record on appeal, and similar paper shall be served upon each of theparties. No service need be made on parties in default for failure to appear except that pleadingsasserting new or additional claims for relief against them shall be served upon them in themanner provided for service of summons in Rule 4.(aa) Appearance: When; how made; withdrawal. -- Except as otherwise provided by statute, adefendant may appear though a summons had not been served upon the defendant. Appearancemay be made by the service and filing of notice thereof, or by the service or filing of any motionor pleading purporting to be responsive to or affecting the complaint. An appearance must bearthe name of an individual attorney and not merely a firm name. No appearance shall bewithdrawn except on written motion and order of the Court.(b) Service of pleadings and papers: How made. -- Whenever under these Rules service isrequired or permitted to be made upon a party represented by an attorney, the service shall bemade upon the attorney unless service upon the party personally is ordered by the Court, orrequired by law. Service upon an attorney shall have the same force and effect as if made uponthe party represented by that attorney. Service upon the attorney or upon a party shall be made by

delivering a copy to the attorney or party or by mailing it to the attorney or party at the attorney'sor party's last known address or, if no address is known, by leaving it with the Register inChancery. Delivery of a copy within this rule means: Handing it to the attorney or to the party; orleaving it at the attorney's or party's office with a clerk or other person in charge thereof; or, ifthere is no one in charge, leaving it in a conspicuous place therein; or, if the office is closed orthe person to be served has no office, leaving it at the person's dwelling house or usual place ofabode with some person of suitable age and discretion then residing therein. Service by mail iscomplete upon mailing.(c) Same: Numerous defendants. -- In any action in which there are unusually large numbersof defendants, the Court, upon motion or of its own initiative, may order that service of thepleadings of the defendants and replies thereto need not be made as between the defendants andthat any cross-claim, counterclaim, or matter constituting an avoidance or affirmative defensecontained therein shall be deemed to be denied or avoided by all other parties and that the filingof any such pleading and service thereof upon the plaintiff constitutes due notice of it to theparties. A copy of every such order shall be served upon the parties in such manner and form asthe Court directs.(d) Filing. -- All papers after the complaint required to be served upon a party shall be filedwith the Court within a reasonable time thereafter subject to the following provisions.(1) All requests for discovery under Court of Chancery Rules 31, 33, 34, 35 and 36 andanswers and responses shall be served upon other counsel or parties but shall not be filed withthe Court. In lieu thereof, the party requesting discovery and the party serving responses theretoshall file with the Court a "Notice of Service" containing the following information:(a) a certification that a particular form of discovery or response was served onother counsel or opposing parties, and(b) the date and manner of service.(2) The party responsible for service of the request for discovery and the partyresponsible for the response shall retain the originals and become the custodian of them. Theparty taking an oral deposition shall be custodian of the original; no copy shall be filed exceptpursuant to subparagraph (3). In cases involving out-of-state counsel, local counsel shall be thecustodian.(3) If depositions, interrogatories, requests for documents, requests for admission,answers or responses are to be used at trial or are necessary to a pretrial or post-trial motion, theverbatim portions thereof considered pertinent by the parties shall be filed with the Court whenrelied upon.(4) When discovery not previously filed with the Court is needed for appeal purposes,the Court, on its own motion, on motion by any party or by stipulation of counsel, shall order thenecessary material delivered by the custodian to the Court.(5) The Court, on its own motion, on motion by any party or an application by a nonparty, may order the custodian to file the original of any discovery document.(6) When discovery materials are to be filed with the Court other than during trial, thefiling party shall file the material together with a notice (a) stating in no more than one page, thereason for filing and (b) setting forth an itemized list of the material.(7) It shall be the duty of the party on whose behalf a deposition was taken to makecertain that the officer before whom it was taken has delivered the original transcript to suchparty. Unless otherwise ordered by the Court, any deposition which has been filed pursuant tothis Rule may be unsea

the Register. Such deposit is 100 for all matters except those specifically stated herein. The Register in Chancery shall apply the deposit from time to time in payment of the fees and costs of the Register's office. If the amount of the deposit is expended in payment of such fees and