The Conundrum of When Delaware Contract Law Will Allow Evidence Outside the Contract's 'Four Corners' in Construing an Unambiguous Contractual Provision

摘要

Delaware law is often chosen as the applicable law governing complex commercial contracts. Under Delaware law, the tribunal (whether a court or arbitration panel) must first determine whether the contractual provision in question is ambiguous. If the term in question is ambiguous, extrinsic evidence is usually admissible.