Del. Ch. Ct. R. 15

(a) Amendments Before Trial.

(1) Amendments as a Matter of Course. A party may

amend the party’s pleading once as a matter of course:

(A) at any time before a responsive pleading is

served; or

(B) if the pleading is one to which no responsive

pleading is required and the action has not been set

for trial, no later than 20 days after the pleading is

served.

(2) Other Amendments. In all other cases, a party may

amend its pleading only with the opposing party’s

written consent or the Court’s leave. The Court should

freely give leave when justice so requires.

(3) Form of Amendments. A party must file an

amended pleading with the Court, even if the Court has

granted a motion for leave to file the amended pleading.

A party filing an amended pleading must also file a

document indicating plainly how the amendment

differs from the pleading that it amends.

(4) Effect of an Amended Pleading on Other Parties’

Claims. An amended pleading has no effect on another

party’s counterclaims, crossclaims, or third-party

claims, which are preserved and do not need to be re-

filed.

(5) Time to Amend After Certain Motions and

Consequence of Not Amending.

(A) If a party wishes to amend the party’s

complaint in response to a motion to dismiss under

Rules 12(b)(6) or 23.1, the party must amend the

party’s complaint—or seek leave to amend—either:

(i) before the party’s response to the motion is

due; or

(ii) if the case has been transferred from

another court, within 30 days after the transfer,

even if the party responded to the motion in the

other court.

(B) If a party neither amends nor moves to amend

by the time set forth in Rule 15(a)(5)(A), a dismissal

under Rule 12(b)(6) or 23.1 will be with prejudice—

but only as to the named party—unless the Court for

good cause shown dismisses the complaint without

prejudice.

(6) Time to Respond to Amended Pleading. Unless the

Court orders otherwise, any required response to an

amended pleading must be made within the time

remaining to respond to the original pleading or within

10 days after service of the amended pleading,

whichever is later.

(b) Amendments During and After Trial.

(1) Based on an Objection at Trial. If, at trial, a party

objects that evidence is not within the issues raised in

the pleadings, the court may permit the pleadings to be

amended. The Court should freely permit an

amendment when doing so will aid in presenting the

merits and the objecting party fails to satisfy the Court

that the evidence would prejudice that party’s action or

defense on the merits. The Court may grant a

continuance to enable the objecting party to meet the

evidence.

(2) For Issues Tried by Consent. When an issue not

raised by the pleadings is tried with the parties’ express

or implied consent, it must be treated in all respects as

if raised in the pleadings. A party may move—at any

time, even after judgment—to amend the pleadings to

conform to the evidence and to raise an unpled issue.

But failure to amend does not affect the result of the

trial of that issue.

(c) Relation Back of Amendments. An amendment to

a pleading relates back to the date of the original pleading

when:

(1) the law that provides the applicable statute of

limitations allows relation back;

(2) the amendment asserts a claim or defense that

arose out of the conduct, transaction, or occurrence set

out—or attempted to be set out—in the original

pleading; or

(3) the amendment changes the party or the naming

of the party against whom a claim is asserted, if

Rule 15(c)(2) is satisfied and, within 120 days of the

filing of the complaint, or such additional time the

Court allows for good cause shown, the party to be

brought in by amendment:

(A) has received such notice of the institution of

the action that the party will not be prejudiced in

maintaining a defense on the merits; and

(B) knew or should have known that, but for a

mistake concerning the identity of the proper party,

the action would have been brought against the

party.

(d) Supplemental Pleadings. On a motion, the Court

may permit a party to serve a supplemental pleading

setting out any transaction, occurrence or event that

happened after the date of the pleading to be

supplemented. The Court may permit supplementation

even though the original pleading is defective in stating a

claim or defense. If the Court permits the supplemental

pleading, the opposing party must respond within 10 days

after service of the pleading.