S.H. Deliveries v. Tristate Courier & Carriage
In S.H. Deliveries v. Tristate Courier & Carriage, 1997 WL 817883 (Del. Super.), the court enumerated a two-part test to determine if the clause is valid. A clause for liquidated damages is valid when:
(1) the damages for which the parties might reasonably anticipate are difficult to ascertain (at the time of contracting) because of their indefiniteness or uncertainty, and (2) the amount stipulated is either a reasonable estimate of the damages which would probably be caused by the breach or is reasonably proportionate to the damages which have actually been caused by the breach.