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Motion to Dismiss › Anti-Reliance Clauses

Morris James LLP

Chancery Applies Contractual Shortening of Limitations Period for Breaches of Representations, Finds it Inapt to Fraud Claims and...

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Pilot Air Freight, LLC v. Manna Freight Systems, Inc., C.A. No. 2019-0992-JRS (Del. Ch. Sept. 18, 2020) - In a familiar fact pattern, an acquirer of a business brought suit against sellers claiming, inter alia, that the...more

Womble Bond Dickinson

If You Don’t Do Your Due Diligence, Your Fraud Claim Might Fail

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Where a business fails to allege that it was denied the opportunity to investigate certain representations or that it could not have learned the true facts about the representations through reasonable due diligence, its claim...more

Hogan Lovells

Preserving or Eliminating Fraud Claims in M&A Transactions (Update)

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In this April 2016 post, we addressed preserving or eliminating extra-contractual fraud claims in M&A transactions. In this follow-up, we discuss a recent Delaware Chancery Court decision that further clarifies the framework...more

Morris James LLP

Court Upholds but Limits Claims Arising From Merger Agreement

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The Delaware courts regularly address contract claims arising out of merger agreements. Among other recurring issues are whether and how the parties limited claims based on alleged misrepresentations or omissions, whether a...more

Morris James LLP

Superior Court Explains Reliance Disclaimer Clauses

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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

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