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Fraud › Integration Clauses

Fraud is the making of false representations or engaging in deceptive behavior in order to unlawfully secure financial or personal gain. 
Fox Rothschild LLP

IFA Takeaways: How Smart Franchisors Stay Out of Court

Fox Rothschild LLP on

The International Franchise Association’s Annual Convention is always filled with useful take home information for franchise practitioners. Last week, I attended the session “Proactive Strategies for Franchisors to Prevent...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

Miller Starr Regalia

Landlord Leasing Fraud: The Orozco Case And Its Implications For Leasing Lawyers And Their Clients

Miller Starr Regalia on

If a tenant receives a verbal assurance from a landlord while negotiating a lease, and the assurance is not written in the lease, does the tenant have any recourse if the assurance turns out to be false? ...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court Affirms Utility of Buyer Acknowledgment Clause in Dismissing Fraud Claim

Sheppard Mullin Richter & Hampton LLP on

In IAC Search, LLC v. Conversant LLC (f/k/a ValueClick, Inc.), 2016 WL 6995363 (Del. Ch. Nov. 30, 2016), the Delaware Court of Chancery provided a reminder on how potentially-overlooked contractual provisions could have a...more

Hogan Lovells

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

Hogan Lovells on

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

Lewitt Hackman

FRANCHISEE 101: Understanding Merger/Integration Clauses

Lewitt Hackman on

Before a final agreement is signed there are often oral discussions, negotiations, and representations. There may be written memorandums of understanding or letters of intent. But, when the final agreement has a "merger" or...more

Adler Pollock & Sheehan P.C.

Integration Clauses As A Backstop Against Claims Based On Fraud: Insist On The Specifics.

Adler Pollock & Sheehan P.C. on

For any business owner, a specially-crafted integration clause can significantly limit exposure to suits brought by a dissatisfied party on the other side of the negotiating table. An integration clause (sometimes referred to...more

Sheppard Mullin Richter & Hampton LLP

Lenders Beware - Oral Statements may Trump Written Agreements

Sheppard Mullin Richter & Hampton LLP on

The California Supreme Court recently held that a borrower may rely upon oral promises to support a fraud claim against its lender even when such oral promises contradict the written agreement....more

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