News & Analysis as of

Disclaimers Representations and Warranties

Perkins Coie

Plaintiff Could Not Clean Up Defendant’s Hand Sanitizer Labeling

Perkins Coie on

Artfully worded disclaimers are an increasingly powerful tool for food companies looking to protect their label claims, as the following case illustrates. On December 6, 2021, the Southern District of California tossed a...more

Foley & Lardner LLP

Don’t Be Inconspicuous: Disclaiming the Implied Warranty of Merchantability

Foley & Lardner LLP on

Some of the most important terms in any contract for the sale of goods are the warranties that apply to the goods. In addition to any express warranties made by the seller, the law implies certain warranties in some...more

McCarter & English, LLP

Delaware Law Updates - FdG Logistics LLC v. A&R Logistics Holdings, Inc., C.A. No. 9706-CB (Del. Ch. Feb. 23, 2016)

Anti-reliance disclaimer by buyer in M&A transaction: Delaware law enforces clauses which identify the specific information on which a party has relied and foreclose reliance on other information - Upon the consummation...more

Pillsbury Winthrop Shaw Pittman LLP

Anti-Reliance Disclaimers in Delaware – Why Skillful Drafting Matters

In FdG, the Delaware Court of Chancery held that a Buyer’s fraud claim based on extra-contractual representations will not be barred unless the anti-reliance disclaimer is drafted as an unambiguous affirmative expression by...more

Jackson Walker

Confidentiality Agreements: How To Draft Them And What They Restrict

Jackson Walker on

I. Confidentiality Agreements And Their Effects Are Evolving - A confidentiality agreement (also sometimes called a non-disclosure agreement or “NDA”) is typically the first stage for the due diligence process in a...more

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