Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
A common theme in commercial litigation is the assertion of a breach of contract claim and a fraudulent inducement claim. A plaintiff claiming a breach of contract must show (1) the existence of a contract; (2) the...more
A common theme in commercial litigation is the assertion of a breach of contract claim and a fraudulent inducement claim. Where both claims are asserted, more times than not, the fraud claim is dismissed under the duplication...more
Contracting parties sometimes attempt to rely on merger clauses to avoid future claims arising from reliance on extra-contractual representations such as fraudulent inducement. But in Texas, the inclusion of a standard merger...more
Amerimark Interactive LLC v. Amerimark Holdings, C.A. No. N21C-12-175 MMJ CCLD (Del. Super. Nov. 3, 2022) - This decision discusses and applies numerous rules governing fraud claims under Delaware law....more
Guo, et al. v. Robl, et al. was filed in the United States District Court for the Central District of California on August 8, 2022. Plaintiffs assert claims of fraudulent inducement, fraud, breach of fiduciary duty, civil...more
Takeaway: 6th Circuit provided a path forward for a common defense contracting fraud allegation....more
On January 27, 2022, in Levy Family Investors, LLC v. Oars + Alps LLC the Delaware Court of Chancery (the “Court”) released a memorandum opinion providing clarity with regard to Delaware’s infamous “Anti-Bootstrapping Rule”...more
In Real Estate Webmasters Inc. v. Rodeo Realty, Inc., Justice Richard Platkin of the Albany County Commercial Division granted plaintiff’s motion to strike Rodeo’s jury demand in connection with Real Estate Webmasters Inc.’s...more
When parties negotiate a contract, they make representations to each other like, “this product is like new” or “this is the best product on the market.” If those representations are false and made recklessly, the person...more
How Express Contract Terms and the Negotiation Process May Affect Liability - Parties entering into a contract should negotiate in good faith, but parties must also perform due diligence to protect their own interests. In...more
In an Aug. 12, 2021, opinion, the Delaware Chancery Court examined two seller-friendly purchase agreement provisions and held that public policy and Delaware law prevented the seller from invoking the provisions to block...more
Welcome to The Franchise Memorandum by Lathrop GPM. Below are summaries of recent legal developments of interest to franchisors. Fifth Circuit Reverses Trial Court’s Excusal of Area Representative’s Tardy Renewal Notice -...more
The Delaware Chancery Court in The Anschutz Corporation et. al. v. Brown Robin Capital, LLC ruled against dismissing several of Buyer’s claims in a dispute involving the $106 million acquisition of OnRamp Access, LLC...more
GEA Sys. N. Am. LLC v. Golden State Foods Corp., C.A. No. N18C-11-242 EMD CCLD (Del. Super. Ct. June 8, 2020) - This case illustrates the extent to which the economic loss doctrine bars tort claims arising out of the same...more
Our first blog post of the New Year looks back at an important case the Texas Supreme Court decided in 2019, and its potential impact on majority owners seeking to avoid fraud claims by new investors. See Int’l Bus. Machines...more
Sister blog The LLC Jungle recently posted about an opinion from California’s Sixth District Court of Appeal — Orozco v. WPV San Jose, LLC — describing the legal difference between an LLC tenant, and the LLC’s owner who...more
As predicted, a recent decision from the Federal District Court for the Eastern District of California is the first sign of a new, and potentially enormous wave, of Civil False Claims Act, 31 U.S.C. §§ 3729-33 (“FCA”) actions...more
A commercial real estate relocation and consulting business franchisor (Relo) succeeded in getting a preliminary injunction to enforce a non-compete covenant against a former franchisee....more
A recent decision from the Texas Supreme Court has closed the door for good on certain fraud and fraudulent inducement claims based on false representations that are contradicted by the parties’ agreement. In Mercedes-Benz,...more
Based on proof that a seller had presented a forged discharge of an existing, recorded lien at the time of sale, a New Jersey appellate court has affirmed a judgment of $1.3 million plus prejudgment interest in favor of a...more
Flowshare, LLC v. Georesults Inc., C.A. N17C-07-227 EMD CCLD (July 25, 2018) - This decision explains when a fraud claim survives a motion to dismiss that is based on the argument that an integration clause in a contract...more
On June 5, 2018, in RKA Film Financing, LLC v. Kavanaugh et al., the First Department unanimously affirmed the Supreme Court, New York County’s decision absolving the United States Secretary of the Treasury, Steven Mnuchin,...more
Members of a company’s board who are also investors in the company often have access to detailed information about the company’s finances and its lending facilities. But what happens when an investor-board member could,...more
In a recent decision, Justice Anil Singh of the Commercial Division dismissed a counterclaim asserted by Visa against Wal-Mart for fraudulent inducement. According to Justice Singh, Visa’s allegations failed to satisfy the...more
A party to a contract may try to limit any future claims of fraudulent inducement by providing an anti-reliance clause in its contracts. As this decision explains, such clauses need to be carefully drafted and particularly...more