<Li> Oberly v Kirby, 592 A2d 445, 467 (Del 1991) </Li> <Li> Cinerama Inc v Technicolor Inc, 663 A2d 1156, 1170 (Del . 1995) </Li> <Li> Benihana of Tokyo Inc v Benihana Inc., 906 A2d 114 (Del . 2006) </Li> <P> The duty of care that is owed by all people performing services for others is, in principle, also applicable to directors of corporations . Generally speaking, the duty of care requires an objective standard of diligence and skill when people perform services, which could be expected from a reasonable person in a similar position (e.g. auditors must act "with the care and caution proper to their calling", and builders must perform their work in line with "industry standards"). In a 1742 decision of the English Court of Chancery, The Charitable Corporation v Sutton, the directors of the Charitable Corporation, which gave out small loans to the needy, were held liable for failing to keep procedures in place that would have prevented three officers defrauding the corporation of a vast sum of money . Lord Hardwicke, noting that a director's office was of a "mixed nature", partly "of the nature of a public office" and partly like "agents" employed in "trust", held that the directors were liable . Though they were not to be judged with hindsight, Lord Hardwicke said he could "never determine that frauds of this kind are out of the reach of courts of law or equity, for an intolerable grievance would follow from such a determination ." Many states have similarly maintained an objective baseline duty of care for corporate directors, while acknowledging different levels of care can be expected from directors of small or large corporations, and from directors with executive or non-executive roles on the board . However, in Delaware, as in a number of other states, the existence of a duty of care has become increasingly uncertain . </P>

State corporate laws are uniform among all the states