Del. R. Ch. Ct. 8

As amended through November 14, 2024

Rule 8 - General Rules of Pleading

(a) Claim for Relief. A pleading that states a claim for relief must contain:

(1) a short and plain statement of the grounds for the Court's subject-matter jurisdiction, unless the Court already has subject-matter jurisdiction and the claim needs no new jurisdictional support;

(2) a short and plain statement of the claim showing that the pleader is entitled to relief; and

(3) a demand for the relief sought, which may include relief in the alternative or different types of relief.

(b) Defenses; Admissions and Denials.

(1)In General. In responding to a pleading, a party must:

(A) state in short and plain terms its defenses to each claim asserted against it; and

(B) admit or deny the allegations asserted against it by an opposing party.

(2)Denials-Responding to the Substance. A denial must fairly respond to the substance of the allegation.

(3)Specific Denials Required. A party must either specifically admit or deny each allegation. A general denial is not permitted, except by a nominal party or any other party joined only to ensure that full and complete relief can be granted.

(4)Denying Part of an Allegation. A party that intends in good faith to deny only part of an allegation must admit the part that is true and deny the rest.

(5)Lacking Knowledge or Information. A party that lacks knowledge or information sufficient to form a belief about the truth of an allegation must so state, and the statement has the effect of a denial.

(6)Effect of Failing to Deny. An allegation-other than one relating to the amount of damages-is admitted if a responsive pleading is required and the allegation is not denied. If a responsive pleading is not required, an allegation is considered denied or avoided.

(c) Affirmative Defenses.

(1)In General. In responding to a pleading, a party must affirmatively state any avoidance or affirmative defense, including: accord and satisfaction; arbitration and award; assumption of risk; contributory negligence; discharge in bankruptcy; duress; estoppel; failure of consideration; fraud; illegality; laches; license; payment; release; res judicata; statute of frauds; statute of limitations; unclean hands; and waiver.

(2)Mistaken Designation. If a party mistakenly designates a defense as a counterclaim, or a counterclaim as a defense, the Court must, if justice requires, treat the pleading as though it were correctly designated, and may impose terms for doing so.

(3)Supporting an Affirmative Defense. The pleading must provide a short and plain statement of the basis for the affirmative defense.

(d) Pleading to Be Concise and Direct; Alternative Statements; Inconsistency.

(1)In General. Each allegation must be simple, concise, and direct. No technical form is required.

(2)Alternative Statements of a Claim or Defense. A party may set out two or more statements of a claim or defense alternatively or hypothetically, either in a single count or defense or in separate ones. If a party makes alternative statements, the pleading is sufficient if any one of them is sufficient.

(3)Inconsistent Claims or Defenses. A party may state as many separate claims or defenses as it has, regardless of consistency.

(e) Construing Pleadings. Pleadings must be construed so as to do justice.

Del. R. Ch. Ct. 8

Amended May 31, 2024, effective 6/14/2024; amended July 12, 2024, effective 7/12/2024.

Comment

In 2024, Rule 8 was revised to align its language to the extent possible with Federal Rule of Civil Procedure 8 so that authorities interpreting the federal rule could be cited more easily as persuasive authority for the interpretation of Rule 8.

Except as noted, no substantive change in the interpretation of the rule was intended, and prior Delaware authorities interpreting the rule remain applicable.

Revised Rule 8(a)(1) requires that a pleading must include a short and plain statement of the grounds for the Court's subject-matter jurisdiction, unless the Court already has subject-matter jurisdiction and the claim needs no new jurisdictional support. This revision aims to promote efficiency by allowing the Court to quickly identify any claims that lack subject-matter jurisdiction.

Revised Rule 8(a)(1) does not alter existing Delaware law under which a pleading does not have to plead a basis for personal jurisdiction. See, e.g., Hart Hldg. Co. v. Drexel Burnham Lambert Inc., 593 A.2d 535, 538 n.3 (Del. Ch. 1991).

Revised Rule 8(b)(3) omits language that previously permitted parties to assert a general denial to all allegations of a pleading. Revised Rule 8(b)(3) requires parties to specifically admit or deny each allegation of a pleading. Under Revised Rule 8(b)(3), only nominal parties and relief parties (i.e., parties joined only to ensure that full and complete relief can be granted) can assert general denials.

Revised Rules 8(b)(3) and (d)(3) delete unnecessary cross references to Rule 11, consistent with the revision to Rule 7(b)(3), effective as of September 25, 2023. This change does not affect the application of Rule 11.

Revised Rule 8(c)(3) requires that for each affirmative defense asserted in a pleading, the party asserting it include a short statement setting forth the basis of the affirmative defense. This revision conforms the rule to existing case law. E.g., Cypress Assocs., LLC v. Sunnyside Cogeneration Assocs. Project, 2007 WL 148754, at *2 (Del. Ch. Jan. 17, 2007).