News & Analysis as of

Fraud Disclaimers

Fraud is the making of false representations or engaging in deceptive behavior in order to unlawfully secure financial or personal gain. 
Farrell Fritz, P.C.

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

Farrell Fritz, P.C. on

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

Winstead PC

Eliminate Investor Fraud Claims in 2020: Recent Texas Supreme Court Case Shows the Way

Winstead PC on

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

Patterson Belknap Webb & Tyler LLP

Court Dispenses With Fraud Defense Based on Gumball Victims’ Disclaimers

The Chicklets and Runts vending machine at your local car repair shop last decade may have been one piece of a fraudulent enterprise that ensnarled roughly 7,000 victims. As CEO of Vendstar, Defendant Edward (“Ned”) Weaver...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

Lewitt Hackman

FRANCHISEE 101: Relying on Franchisor’s Profit Projections

Lewitt Hackman on

Most experienced franchisors know better than to make claims about profits franchisees can expect when those claims do not match the information in the franchisor's Franchise Disclosure Document. However, if a franchisor or...more

Morris James LLP

Superior Court Explains Reliance Disclaimer Clauses

Morris James LLP on

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

Troutman Pepper

Do Owners Have a Legal Obligation to Disclose All They Know About Their Project Sites?

Troutman Pepper on

Unanticipated subsurface conditions can greatly increase the time and cost of construction. When faced with such conditions, contractors understandably look to place responsibility for the additional costs on the owner....more

Akin Gump Strauss Hauer & Feld LLP

Practice Tips for M&A Practitioners for 2014

Based on a number of cases decided by the Delaware courts in 2013, below we summarize practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements....more

Morrison & Foerster LLP - Social Media

Court Finds Uniform Commercial Code Applies to Commoditized Software

We’ve all seen the ads on the Internet—computer-optimization software designed to make your old PC operate like it’s brand new. Many consumers see these advertisements and, frustrated with the performance of their computers,...more

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