Contract Terms, Fraud, Motion to Dismiss

Business Court of Texas Rebuffs Member’s Duty Claim, Reaffirms Freedom of Contract in LLC Agreement

Jackson Walker on 5/22/2025

A recent opinion from the Business Court of Texas, Eighth Division (Fort Worth), provides a crisp reminder that an LLC’s company agreement can all but eliminate fiduciary duties among its members and managers. In Tall v....more

General Release That Was Entered Because of Defendant’s Fraudulent Misrepresentations Held Not To Be Enforceable

Freiberger Haber LLP on 2/4/2025

We have written frequently about the substance and scope of general releases. In New York, “a valid release constitutes a complete bar to an action on a claim which is the subject of the release.” If “the language of a...more

Oops! They Did it Again: New York Courts Continue to Dismiss Lawsuits Based on Contractual Disclaimers

Farrell Fritz, P.C. on 12/6/2021

A few weeks ago, I blogged about the Arco Acquisitions, LLC, v Tiffany Plaza LLC et al. decision, in which Suffolk County Commercial Division Justice Elizabeth Hazlitt Emerson held that the plaintiff’s fraud claims were...more

Affirmatively Plead Your Defenses, or Risk “Waiving” Them Goodbye

Farrell Fritz, P.C. on 11/4/2019

Many litigants are familiar with the well-settled rule that an affirmative defense will be waived if it is not included in a CPLR 3211(a) motion to dismiss or in the answer (see CPLR 3211[e]). And so, lawyers tasked with...more

North Carolina Federal District Court Dismisses Tort Claims Based on Same Duty and Breach Alleged in Plaintiff’s Contract Claims

Troutman Pepper Locke on 10/4/2019

Precision Hydraulic Cylinders, Inc. v. Manufacturing. Technology, Inc., No. 7:18-CV-203-FL, 2019 BL 344743, 2019 U.S. Dist. LEXIS 156670 (E.D.N.C. Sept. 13, 2019) - Precision Hydraulic Cylinders, Inc. (“Precision”) issued...more

Superior Court Explains Reliance Disclaimer Clauses

Morris James LLP on 1/9/2016

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