In This Issue:
- Perspective
- Pre-Signing Definitive Documents
- Between Sign and Close
- Post-Closing: Fraud Claims
- Post-Closing: Survival Clauses
- More on Fraud: Not all Erroneous Statements of Fact Constitute Fraud
- More on Fraud: Non-Party Liability
- More on Fraud: Exclusive Remedies
- More on Fraud: Liability Limitations
- More on Fraud: Disputed Boundaries Between Tort, Contract and Equity
- Model Provision – Entire Agreement
- Model Provision – Nature of Representations and Warranties
- Model Provision – Non-Reliance of Buyer
- Model Provision – Non-Recourse
- Model Provision – Exclusive Remedies
- Further Reading
- Excerpt from Perspective:
- Purchase agreements frequently incorporate well-defined indemnification and liability limitation provisions
- Buyers dissatisfied with the deal often attempt to circumvent such provisions by premising tort-based fraud and negligent misrepresentation claims on the alleged inaccuracy of purported pre-contractual representations and/or express, contractual representations
- Tough to define, easy to allege, hard to dismiss on a pre-discovery motion, difficult to disprove without expensive and lengthy litigation, highly susceptible to the erroneous conclusions of judges and juries
Please see full publication below for more information.