News & Analysis as of

Buyers Misrepresentation

Porter Hedges LLP

Where Is “As Is, Where Is” in Texas? The Impact of Contract Disclaimers on Tort Claims in Texas

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A chronic issue in Texas law is defining when representations made by a “seller” prior to contract execution bind the seller, notwithstanding contract language that purports to disclaim or otherwise limit the “buyer’s” right...more

Porter Hedges LLP

Where Is “As Is, Where Is” in Texas?

Porter Hedges LLP on

Contract parties, sophisticated and unsophisticated, often attempt to limit their exposure to post-execution claims of the contract counterparty, particularly to misrepresentation claims, by the contract language. These...more

Goodwin

Key Issues From a Summary of the Findings in the Claim Brought by HP Following the Troubled Purchase of Autonomy

Goodwin on

Following a nine month trial in 2019, Mr. Justice Hildyard released a summary of his conclusions at the end of January 2021 regarding the proceedings brought by Hewlett-Packard (“HP”) (as well as a number of related entities)...more

Hogan Lovells

Online HealthNow, Inc., et al: Anti-fraud provisions can be “too much dynamite” - Quarterly Corporate / M&A Decisions update...

Hogan Lovells on

The Delaware Court of Chancery in Online HealthNow, Inc., et al. v. CIP OCL Investments, LLC, et al., C.A. No. 2020-0654-JRS (Del. Ch. August 12, 2021) extended a recent line of cases declining to enforce seller-friendly...more

Dechert LLP

Delaware Supreme Court Confirms that Buyer and Sellers Can Allocate the Risk of Non-Intentional Fraud

Dechert LLP on

In Express Scripts, Inc., et al. v. Bracket Holdings Corp., the Delaware Supreme Court, sitting en banc, reversed and remanded the decision of the Delaware Superior Court, holding unanimously that (i) although common law...more

Sullivan & Worcester

Art Advisors and Duty of Loyalty in Focus Again Over Sale of Basquiat

Sullivan & Worcester on

We reviewed in December an important decision that addressed the duties of loyalty that art advisors may, or may not, owe to their clients in dealing in the art market. That question—of to what extent advisors and...more

Morris James LLP

Court Of Chancery Summarizes Law On Reliance Disclaimers

Morris James LLP on

Large commercial contracts frequently try to limit a buyer’s remedies for any extra-contractual misrepresentations by the seller. Many Delaware decisions deal with disclaimers of extra-contractual representations and this...more

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