I. Introduction
Barley Mill, LLC (“Barley Mill”) appeals from a Court of Chancery judgment invalidating a vote of the New Castle County Council (the “Council”) on a rezoning ordinance. Approval of the rezoning ordinance was necessary so that Barley Mill could proceed with its plan to transform property that had been used as an office park into a much larger development that included both more office space and a regional shopping mall. The increase in traffic that would be associated with this development was of considerable concern to both the public and members of the Council itself. But the Council was advised that (i) it could not obtain the traffic information and analysis (for ease of reference, the “Traffic Information”) that Barley Mill was required to provide to the Delaware Department of Transportation (“DelDOT”) under 9 Del. C. § 2662 (“§ 2662”) as part of the overall rezoning process before the Council exercised its discretionary authority to vote on the rezoning ordinance and (ii) that the Traffic Information was not legally relevant to the Council’s analysis. That advice was incorrect and there were no legal barriers that prevented the Council from obtaining the Traffic Information or considering it before casting its discretionary vote on the rezoning ordinance.
After the rezoning ordinance was approved, nearby resident homeowners and
On appeal, Barley Mill argues that the Court of Chancery erred when it invalidated the Council’s vote. Save Our County and New Castle County cross-appealed, arguing that the Court of Chancery erred in holding that neither § 2662 nor the UDC require the Council to consider a traffic analysis before casting its discretionary vote on the rezoning ordinance. The interplay of § 2662, the UDC, and Barley Mill’s rezoning application has given life to a variety of legal questions. But the one that ultimately formed the basis of the Court of Chancery’s ruling was whether the Traffic Information was legally available to the Council before it cast its discretionary vote on the rezoning ordinance. That is, regardless of whether the Traffic Information was required to be completed and delivered to the Council before it cast its discretionary vote on the rezoning ordinance, was the Council allowed to obtain the Traffic Information before that vote?
The Court of Chancery grounded its finding that the Council’s vote was arbitrary and capricious on the conclusion that, as a result of incorrect legal advice, Councilman Robert Weiner cast his discretionary vote on the rezoning ordinance without the benefit of the Traffic Information that was material to the Council’s consideration of whether to approve the rezoning. The Court of Chancery’s determination was supported by the following findings of fact and law: (i) the Council was told, by Barley Mill’s attorney and by the manager of the New Castle County Department of Land Use (the “Planning Department”), that the Council could not obtain or consider the Traffic Information before the Council exercised its discretionary vote on the rezoning ordinance; (ii) that advice was incorrect and there were no legal obstacles that prevented the Council from obtaining and considering the Traffic Information; (iii) that mistaken legal advice caused members of the Council to vote without the Traffic Information, which was material and relevant to their decision; and (iv) the mistake of law tainted the final vote because the ordinance passed by only a seven-to-six vote and Councilman Weiner’s affirmative vote was necessary to its adoption. Each of those findings was correct, and thus, we affirm.
Because we affirm the Court of Chancery’s decision on that basis, we do not reach the claims raised by Save Our County and New Castle County on cross-appeal that the Court of Chancery erred in holding that neither § 2662 nor the UDC require the Council to consider a traffic analysis before voting on a rezoning ordinance. Precisely because we acknowledge the im
II. Factual And Procedural Background
We base our discussion on the facts as found by the Court of Chancery in its opinion, which were well-supported by the record.
Members of the community were strongly opposed to the First Plan because, among other reasons, it involved transforming a relatively quiet office park into a complex that contained both a regional shopping mall and a more substantial office park, with corresponding effects on traffic and the nature of the surrounding community. In 2010, Barley Mill entered into a negotiated agreement with Citizens for Responsible Growth — one of the organizations representing the community opposition — that addressed some of the community’s concerns regarding both the First Plan and other large development projects that were being undertaken in the area. Under the agreement, Barley Mill agreed to submit a revised plan for the Property with reduced development (the “Second Plan”) and, in exchange, Citizens for Responsible Growth agreed not to oppose the Second Plan. The Second Plan was submitted to the Planning Department on March 24, 2011. The Second Plan reduced the overall square footage of the development and eliminated the residential component, but it still included a regional shopping mall, sites for free-standing restaurants and other businesses, and an expanded office complex. Because the Second Plan did not include a residential component, it could only proceed if New Castle County rezoned approximately 37 acres of the Property from Office Regional to Commercial Regional.
From the inception of the County’s process to consider the rezoning application for the Second Plan, the interplay of New Castle County’s Unified Development Code (the “UDC”) and § 2662 gave rise to important legal questions. Under the UDC, the rezoning process that governed Barley Mill’s application involved three stages. In the first stage, the Exploratory Stage, the Planning Department reviews
The Council’s consideration of Barley Mill’s rezoning application also had to comply with certain statutory requirements, including those found in § 2662, which states in pertinent part that:
The County Council shall not approve any proposed change in the zoning classification for land ... without first complying with the following procedures:
(1) ... [T]he County Council ... shall establish an agreement with [DelDOT] to provide a procedure for analysis by DelDOT of the effects on traffic of each rezoning application.
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(8) The purpose of the agreement shall be to ensure that traffic analyses are conducted as part of the zoning reclassification process within the County.
(4) The agreement shall provide for the review of traffic impacts ... and shall, at a minimum, consider the effects of existing traffic, projected traffic growth in areas surrounding a proposed zoning reclassification and the projected traffic generated by the proposed site development for which the zoning reclassification is sought.
A close reading of § 2662 reveals that it is not a model of simple, straight-forward drafting. The parties to this case have extensively debated, for example, whether the provision requiring the Council to enter into an agreement under which Del-DOT will analyze the traffic effects of each rezoning application requires that analysis to be provided to the Council before it casts its discretionary vote on the rezoning ordinance.
Although the parties disagree as to how these important legal issues should be answered, there are at least two things they do not dispute. First, the UDC, § 2662, and the 1990 Agreement indisputably required that at least a TOA be completed and approved by DelDOT before final approval of Barley Mill’s Second Plan during the Record Stage. Second, regardless of whether the Council was required to consider the Traffic Information at an earlier stage in the rezoning process, it is undisputed that there were no legal obstacles that prevented the Council from considering the Traffic Information before it cast its discretionary vote on the rezoning ordinance.
But, during the rezoning process, the question of whether the Traffic Information would be made available to the Council before its discretionary vote on the rezoning ordinance intersected with confusion over an amendment to the UDC that modified the rezoning process. The UDC was amended on January 1, 2010 to “improve and simplify” the three-step review process for major plans and rezonings by replacing it with a two-step review process.
The record reveals that, as Barley Mill’s rezoning application was being considered, a major concern — expressed by members of the community and by the Council itself — was whether the development would result in increased traffic that would be detrimental to the community. For many in the community, even the brightened prospect of being in closer proximity to a Cheesecake Factory and Cinnabon did not assuage their worries about the effect that the large scale development and its accompanying traffic would have on their quality of life. Members of the Council expressed a desire for the Traffic Information, but Barley Mill’s attorney told them that the move from a three-step to a two-step review process pushed the consideration of traffic issues to the Record Stage of the review process, meaning that the Council’s discretionary authority to approve the rezoning would have been exercised before the Traffic Information was completed and available to the Council. Barley Mill now acknowledges that the Second Plan was actually proceeding under the three-step review process and that, even if the amendment to the UDC had altered the Council’s ability to consider traffic, it would not have been applicable to this rezoning decision.
Despite that reality, the amendment to the UDC took on an important role in the deliberative process regarding the rezoning application. From the beginning, the Council and members of the public had major concerns about the effect the Second Plan would have on traffic. For example, at the public hearing held by the Planning Department and the Planning Board on June 7, 2011, many of those in attendance expressed concern that the Second Plan would result in increased traffic on State Routes 141 and 48 and the Tyler McConnell Bridge, which were already very busy during commuting hours. Councilman Weiner also attended that meeting. It appears from Councilman Weiner’s statements that, earlier in the process, Barley Mill’s attorney incorrectly suggested that the Second Plan was proceeding under the two-step review process and that Traffic Information was not available to the Council before it cast its discretionary vote on the rezoning ordinance. At the June 7, 2011 hearing, Councilman Weiner stated:
I believe that Council’s adoption of a UDC text amendment ... which apparently incorporated what I now believe to be the unintended consequence of removing traffic information from the public and the County’s scrutiny is a decision which now should be reversed. It was not until the Barley Mill Plaza Planning Board hearing in this room in January 2010 when [Barley Mill’s] then attorney announced at the public hearing that the community had no legal right to consider traffic information that I then realized what a mistake it was to have adopted that law.11
Barley Mill’s attorney responded to Councilman Weiner’s statements but made no attempt to correct the impression that there was no legal right for the Council to consider the Traffic Information and instead reinforced this belief by stating that
After the public hearing, the Planning Board recommended against the rezoning, but the Planning Department recommended that the rezoning be approved and the rezoning ordinance was submitted to the Council. The rezoning ordinance was first considered at the Council’s Land Use Committee meeting on October 4, 2011. Barley Mill’s attorney presented the Second Plan for the Council’s consideration and made the following statement concerning traffic:
The property is surrounded on three sides by transportation routes without any neighboring properties directly abutting this property. Other traffic is not relevant for this part of the analysis given the Council’s conscious decision to adopt the two-step process as opposed to the three-step process which pushes the traffic component to the end.13
A short time later in the hearing, when asked about the Planning Board’s recommendation against the rezoning, Barley Mill’s attorney stated: “[t]he Planning Board vote was 5-2 against the recommendation. The members that spoke against it[,] some of them had traffic concems[,] which as Council knows is not part of the equation for this type of analysis.”
The inaccurate contention that the Traffic Information was not relevant to the Council’s analysis and could not be considered before the discretionary vote on the rezoning ordinance permeates the record. That inaccurate assertion was never contradicted, and the record supports the Court of Chancery’s finding that members of the Council believed that the Traffic Information was legally unavailable and that they were not supposed to consider it at that stage. For example, just before the meeting on October 4, 2011 was opened for public comments, Councilman George Smiley revealed that he was under the mistaken impression that the Council no longer handled traffic when he stated: “I really don’t want everyone spinning their wheels with losing 15 minutes or five minutes of them talk time on traffic when this isn’t where it needs to be.”
After the public comments had concluded, members of the Council, who were understandably confused about their ability to obtain or consider the Traffic Information, questioned David Culver, the manager of the Planning Department, about the role of traffic in the Council’s discretionary approval process. Councilman Street attempted to clarify his understanding of the law and stated: “In the instant case we are being asked[,] I just want to be sure I’m correct[,] to vote on a rezoning and in blind faith as it relates to DelDOT in what it may say needs to be done with the roads going forward. Am I correct?”
Councilman Weiner followed up on Councilman Street’s line of questioning when he observed that when the Council “shifted from a three-step approval to a two-step approval process ... [it] lost an opportunity to have an understanding of traffic improvements which could be committed to be made at the time that the rezoning was being granted” and asked Mr. Culver whether his understanding of the changes was correct.
The Council held another hearing on October 11, 2011 and traffic was, once again, a focus of the public comments. The final Council meeting related to the rezoning application was held on October 25, 2011, and the Council voted on the rezoning at the conclusion of that meeting. After the floor was closed to public comments and just before the final vote was called, Councilman Weiner again expressed his displeasure with the legal advice that the Traffic Information was not available when he stated:
I just want to echo the sentiment expressed by many of the speakers about the lack of traffic data. It’s a shame that [as an] inadvertent by product of moving from the three-step to the two-step approval process we lost the traffic data and commitment to needed traffic improvements at the time we exercise our discretionary rezoning authority. That’s at the time of the rezoning vote. When it comes back to us for a record plan approval we’ll only have administer-ial authority which means we can only vote yes once we are convinced that there’s been compliance with all the technical requirements of the code.... [T]he better [way] would have been for us to [have] traffic impact data and a commitment to needed improvements at the time we sit here for a rezoning. But that’s a battle that’s been lost.20
Moments later, when casting his vote in favor of the rezoning, Councilman Weiner stated: “I am voting yes because by my analysis to vote no would have [a] much more adverse traffic impact and land use impact upon the community and therefore I believe that it’s more suitable to build a smaller shopping center thus I’m following the recommendation of the Land Use Department.”
In its post-trial opinion, the Court of Chancery held that, although the Council was not legally required to obtain the Traffic Information, in this case, the Council’s vote in the absence of that information was arbitrary and capricious. The Court of Chancery found that, when the Council
“arbitrary and capricious” under our law, because the dispositive vote of Councilman Weiner was cast in the absence of information, in the form of a traffic study, that the Councilman believed was material and potentially dis-positive and which the Councilman could have obtained were it not for his misunderstanding of the law (presumably based on the incorrect advice of the Planning Department and [Barley Mill] ).23
The Court of Chancery went on to explain that “[t]he record indicates that the only reason that Councilman Weiner voted without this information is because he was under the mistaken impression that there was no legal way for him to get the information at that stage of the plan approval process.”
III. Analysis
The decision of a County Council on a rezoning ordinance is presumed to be valid unless it is clearly shown to be arbitrary and capricious.
*61 [A] rezoning ordinance is usually presumed to be valid unless clearly shown to be arbitrary and capricious because it is not reasonably related to the public health, safety, or welfare. The burden of rebutting the presumption of validity and of showing that a rezoning is arbitrary and capricious is on those challenging the rezoning.28
A zoning action not taken in accordance with the law is arbitrary and capricious.
We agree with the Court of Chancery’s determination that a mistake of law undermined the Council’s deliberative process and therefore rendered its vote arbitrary and capricious. Throughout the entire rezoning process, Councilman Weiner and other members of the Council were advised that, as a result of a change in the UDC from a three-step to a two-step review process, the Traffic Information was not relevant to their decision and the Traffic Information was not available to them. But, as the Court of Chancery found and as Barley Mill acknowledges, the Second Plan was being reviewed under the three-step process, so even if those changes had the claimed effect, they still could not have prevented the Council from obtaining the Traffic Information. The record also supports the Court of Chancery’s finding that Councilman Weiner and other members of the Council believed that the information was legally unavailable.
This mistaken belief that the Council was legally prohibited from obtaining the Traffic Information undermined the rezoning process by causing the Council to vote without information that was material, relevant, and desired, at the very least, by
In the face of a factual record which adequately supports the Court of Chancery’s determination that a mistake of law caused the Council to vote without important and material information, Barley Mill argues that the Court of Chancery overreached when it examined more than Councilman Weiner’s final words on the day he cast his vote. Barley Mill argues that instead, under our decision in Tate v. Miles, the Court of Chancery should have limited its review of the record exclusively to Councilman Weiner’s final statement when he cast his vote: “I am voting yes because by my analysis to vote no would have [a] much more adverse traffic impact and land use impact upon the community and therefore I believe that it’s more suitable to build a smaller shopping center thus I’m following the recommendation of the Land Use Department.”
In Tate, this Court explained that “[u]n-less [the] Council creates a record or states on the record its reasons for a zoning change, a court is given no means by which it may review the Council’s decision.”
Tate did, however, make an important point about the role of a reviewing court when it recognized the need for the judiciary to respect the legislative process
Assuming a situation where there had been no mistake of law, however, Barley Mill argues that Councilman Weiner’s final statement gave a rational basis for his vote and thus, that the Court of Chancery erred when it concluded that the Council’s vote was invalid. The problem with this argument is that it assumes away the central issue on which the Court of Chancery’s analysis turned: that a mistake of law undermined the Council’s deliberative process and forced Councilman Weiner to vote without information that, even if one looks only to the final statement he made when he cast his vote, was important to his decision.
The judiciary should be reluctant to set aside legislative votes and to give every reasonable benefit of the doubt to an elected official.
Because the Court of Chancery considered the fact that Councilman Weiner had expressed a desire for the Traffic Information and that his statements revealed that the Traffic Information was material to his vote, Barley Mill also argues that the Court of Chancery incorrectly held that a Council’s vote is arbitrary and capricious if the Council does not obtain all of the information that each Councilmember would like to have before the vote is taken. That mischaracterizes the Court of Chancery’s opinion. The Court of Chancery did not hold that courts should set aside a legislative vote any time a member of the deliberative body expressed any desire to have some additional information before casting a vote. The Court of Chancery instead made a well-reasoned, case-specific ruling that was grounded in the undisputed facts in the administrative record. The Transportation Information Councilman Weiner sought was not relevant to him because of some personal curiosity; given the nature of Barley Mill’s development plans and their obviously substantial effect on traffic in the surrounding community, the Traffic Information was objectively relevant to any reasonable legislator voting on the rezoning.
IV. Conclusion
For the foregoing reasons, we affirm the Court of Chancery’s determination that the Council’s vote was rendered arbitrary and capricious because of the mistake of law that caused the Council to vote without obtaining information that was legally available to the Council and that was material to and desired by members of the Council, including Councilman Weiner, who cast a dispositive vote.
Because it is a trial court, the Court of Chancery understandably addressed the full range of issues presented to it so as to facilitate an efficient resolution to the case. One of these issues was the important question of whether § 2662 requires the Council to be provided with a traffic analysis before it votes on a rezoning ordinance.
. Save Our County, Inc. v. New Castle County, 2013 WL 2664187, at *9 (Del.Ch. June 11, 2013).
. UDC § 40.31.112 (1997 ed.).
. UDC § 40.31.113 (1997 ed.).
. UDC § 40.31.114 (1997 ed.).
. As we will discuss later, we express no opinion about whether § 2662 requires the Council to receive and consider the Traffic Information before casting its discretionary vote on the rezoning ordinance. The Court of Chancery held that the statute only requires the Council to enter into this agreement and that the statute does not require the Council to obtain and consider that information before its discretionary vote on the rezoning ordinance. Save Our County, Inc. v. New Castle County, 2013 WL 2664187, at *5-6 (Del.Ch. June 11, 2013). Because we affirm
. Save Our County, Inc. v. New Castle County, 2013 WL 2664187, at *9 (Del.Ch. June 11, 2013) (citing New Castle County Ordinance No. 09-066).
. Save Our County, Inc. v. New Castle County, 2013 WL 2664187, at *9 (Del.Ch. June 11, 2013).
. New Castle County Ordinance No. 09-066, available at http://www3.nccde.org/ PDFDocument/file/48f3368b-f45d-4e50-91 aa-8864750a93dd.pdf.
. Save Our County, Inc. v. New Castle County, 2013 WL 2664187, at *9 (Del.Ch. June 11, 2013) (“The amendments do not require traffic information to be considered only after a rezoning vote of the County Council.... There is simply no support for the Developer's contention — made to the Council but not in this action — that such consideration was prohibited.”) (emphasis in original).
. See, e.g., Barley Mill’s Op. Br. at 6 ("In late 2009, Council adopted Ordinance No. 09-066 to collapse the County's development process from three steps to two steps. UDC amendments do not apply to applications already on file, 9 Del. C. § 2659(c), and Barley Mill’s application to redevelop the Property was filed on March 26, 2008.”).
. Appendix to Barley Mill's Op. Br. at A0210 (emphasis added).
. Id. at A0213.
. Id. at A0272 (emphasis added).
. Id. at A0279 (emphasis added).
. Id. at A0298-99.
. Id. at A0333.
. Id. at A0333-34.
. Id. at A0334 (emphasis added).
. Id. at A0336-37.
. Id. at A01662-63 (emphasis added).
. Id. at A0670.
.Although Barley Mill’s attorney told the Council that traffic information was not relevant to its decision and that the traffic information was unavailable to the members of the Council, Barley Mill did not even argue to the Court of Chancery that there was any legal barrier that would have prevented the Council from obtaining the information. Save Our County, Inc. v. New Castle County, 2013 WL 2664187, at *8 (Del.Ch. June 11, 2013) (”[A]t oral argument on the current motion, counsel for [Barley Mill] did not dispute that this view was in fact legally incorrect, and that there was no legal barrier preventing the Council from delaying its vote on the rezoning until after the completion of a traffic study or from considering that study as part of its deliberations.”); id. at *9 ("There is simply no support for [Barley MillJ’s contention — made to the Council but not in this action — that [the consideration of traffic issues] was prohibited.”) (emphasis in original).
. Save Our County, Inc. v. New Castle County, 2013 WL 2664187, at *11 (Del.Ch. June 11, 2013).
. Id. (emphasis added).
. Tate v. Miles, 503 A.2d 187, 191 (Del. 1986); Willdel Realty, Inc. v. New Castle County, 281 A.2d 612, 614 (Del.1971).
. CCS Investors, LLC v. Brown, 977 A.2d 301, 319-20 (Del.2009) (conducting a de novo review of the Superior Court’s legal determinations and applying the same standard of review that was applied in the Superior Court to its review of a zoning board's decision).
. Tate, 503 A.2d at 191; Willdel Realty, 281 A.2d at 614 (”[J]udicial review is available to rectify any zoning action shown to be arbitrary and capricious because [it is] violative of
. Tate, 503 A.2d at 191; see also Willdel, 281 A.2d at 614.
. Shevock v. Orchard Homeowners Ass'n, Inc., 621 A.2d 346, 349 (1993); see also Deskis v. County Council of Sussex County, 2001 WL 1641338, at *4 (Del.Ch. Dec. 7, 2001) ("[A]ny zoning action that is not in conformity with the law is considered to be arbitrary and capricious.”); 83 Am.Jur.2d Zoning and Planning § 32 (2013) ("[A] zoning action not taken in accordance with the law is deemed arbitrary and capricious.”) (citing Shevock, 621 A.2d 346 (1993)); accord Naugle v. O'Connell, 833 F.2d 1391, 1393-94 (10th Cir.1987) ("A decision is neither arbitrary nor capricious if it is based on substantial evidence and is not the result of a mistake of law.”).
. Tate, 503 A.2d at 191.
. Barley Mill argues that the Court of Chancery's conclusion that the Traffic Information was available to Councilman Weiner was erroneous because Councilman Weiner did not have the unilateral authority to table the ordinance until the Traffic Information was provided. We find this argument unpersuasive. Barley Mill is correct that, under the Council’s procedural rules, only the sponsor of the ordinance could have moved to table the ordinance and that a majority of the Council would have had to vote in favor of the motion in order for it to succeed. But, Barley Mill ignores the fact that Councilman Weiner cast a dispositive vote in this case and that, given the importance of his vote, he likely would have been able to persuade the other members of the Council to table the ordinance until the Council had received the Traffic Information. This is especially true because the record reflects that Councilman Street had also expressed a desire to receive the Traffic Information before the Council cast its discretionary vote on the rezoning ordinance and that the effect the Second Plan would have on traffic had been discussed extensively at each of the public hearings.
. Appendix to Barley Mill’s Op. Br. at A0670.
. 503 A.2d 187, 191 (Del.1986).
. 567 A.2d 1271, 1276 (Del.1989).
.Compare Appendix to Barley Mill's Op. Br. at A0662-63 (Councilman Weiner’s statements), with id. at A0665-66 (motion to call the vote).
. Tate, 503 A.2d at 191 ("[I]f the reasonableness of a zoning change is 'fairly debatable', the judgment of Council must prevail, and the court will not substitute its judgment for Council’s.").
. In fact, blinding the reviewing court to other parts of the record, as Barley Mill advocates, might have the perverse effect of causing the invalidation of a vote simply because the rational basis for a vote had been made elsewhere in the process.
. Tate, 503 A.2d at 191.
. The Court of Chancery concluded that § 2662 only requires New Castle County to enter into an agreement with DelDOT to provide a procedure for DelDOT to analyze the traffic effect of a rezoning and that the statute does not require that the Council obtain or consider that traffic analysis. See Save Our County, Inc. v. New Castle County, 2013 WL 2664187, at *6 (Del.Ch. June 11, 2013). But the Court of Chancery's own reasoning suggests why the parties so strongly contest whether that conclusion was correct. The Court of Chancery's opinion acknowledged that § 2662 provides a procedure "so that the County Council may consider traffic before voting on a rezoning" and acknowledged that it was evident that the General Assembly "intended for the traffic information to be available to the County Council.” See Save Our County, Inc. v. New Castle County, 2013 WL 2664187, at *10 (Del.Ch. June 11, 2013) (emphasis in original). Moreover, other judicial decisions have read the language of § 2662 as requiring that whatever traffic analysis is required in connection with a rezoning proposal be provided to the Council before its discretionary vote on the rezoning ordinance. See Deskis v. County Council of Sussex County, 2001 WL 1641338, at *9 (Del.Ch. Dec. 7, 2001) (holding that 9 Del. C. § 6962, the statutory equivalent of § 2662 for Sussex County, "mandates that the County Council consider DelDOT's traffic analysis before deciding whether or not to rezone.”).
. In re General Motors S’holder Litig., 897 A.2d 162, 167 (Del.2006) (declining to reach
. Deptula v. Horace Mann Ins. Co., 842 A.2d 1235, 1236 (Del.2004) (addressing only the narrow issue presented and ’’leavpng] for the General Assembly the task of clarifying the broader questions about the scope of” a statute the Court described as difficult to parse); see also Scattered Corp. v. Chicago Stock Exch., 671 A.2d 874, 879 (Del.Ch.1994) (explaining that, where a case had revealed an anomaly in the statutory language, "it is appropriate that the General Assembly focus on this issue and determine whether there is any reason for that anomaly to persist.”); Shea v. Matassa, 918 A.2d 1090, 1092 (Del.2007) (noting that “the parties raise controversial and competing public policy questions which the General Assembly can more effectively debate, consider and resolve through the legislative process” and deferring to the General Assembly).