Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
A federal court in Tennessee recently compelled arbitration for parties in a franchise disclosure dispute. B&P Glass Mirror, LLC v. Clozetivity Franchising, LLC, 2023 WL 3484205 (M.D. Tenn. May 16, 2023). Plaintiff B&P...more
A common theme in commercial litigation is the assertion of a breach of contract claim and a fraudulent inducement claim. Where both claims are asserted, more times than not, the fraud claim is dismissed under the duplication...more
A federal court in Tennessee granted franchisor Frost Shades’ motion to compel arbitration of franchisee Lunt’s fraudulent inducement of contract claims, but the court also granted in part franchisee Lunt’s request for a...more
A federal court in New Jersey has denied a franchisor’s motion for summary judgment on its claim for breach of contract by its franchisee, finding that the franchisee raised issues of material fact regarding whether it had...more
In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more
When parties negotiate a contract, they make representations to each other like, “this product is like new” or “this is the best product on the market.” If those representations are false and made recklessly, the person...more
Content moderation is one of the biggest challenges for any interactive computer service provider that publishes information created by others. It is difficult to balance users' desires to express themselves and their desires...more
How Express Contract Terms and the Negotiation Process May Affect Liability - Parties entering into a contract should negotiate in good faith, but parties must also perform due diligence to protect their own interests. In...more
Most commercial contracts contain a choice of law provision and/or forum-selection clause. Under New York law, it is well recognized “that parties to a contract may freely select a forum which will resolve any disputes over...more
Welcome to The Franchise Memorandum by Lathrop GPM. Below are summaries of recent legal developments of interest to franchisors. Fifth Circuit Reverses Trial Court’s Excusal of Area Representative’s Tardy Renewal Notice -...more
The buyer and a dealership signed a purchase agreement containing a dispute resolution clause ("DRC"). The DRC, in the middle of the purchase agreement, was the only provision in red ink, was in a smaller font and called for...more
The plaintiff-appellant filed suit in Oklahoma state court seeking to rescind a contract it entered into with the defendants, claiming the contract was procured by fraud. Citing an arbitration clause in the contract, the...more
In Flessas v. Rouisse, Judge Davis denied “dueling motions” seeking enforcement of the parties’ settlement agreement. The settlement agreement arose out of a dispute in which Costas Flessas alleged that he was fraudulently...more
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
The Supreme Court of Texas in its recent IBM decision provided further clarity to what contracting parties must say in their contracts to disclaim fraudulent inducement claims. Int’l Bus. Mach. Corp. v. Lufkin Indus., LLC,...more
A recent decision from the Texas Supreme Court has closed the door for good on certain fraud and fraudulent inducement claims based on false representations that are contradicted by the parties’ agreement. In Mercedes-Benz,...more
In Mercedes-Benz USA, LLC, et al v. Carduco, Inc. dealership franchisee Carduco sued franchisor Mercedes Benz for fraudulent inducement and negligent misrepresentation. ...more
The Texas Supreme Court is scheduled to review reliance disclaimer clauses and their enforceability in December 2018 and may provide further guidance on these issues. The Texas Supreme Court recently granted review in...more
The Singapore High Court has refused an application to challenge the enforcement of a Danish Institute of Arbitration award, and dismissed an alternate argument for the adjournment of the enforcement proceedings. ...more
Generally speaking, a fraud claim that is “duplicative” of a breach of contract claim will be dismissed. But when is a fraud claim sufficiently duplicative of a breach of contract claim so as to warrant its dismissal? The New...more
The Third Circuit recently affirmed a lower court’s decision refusing car dealership defendants’ motion to compel arbitration pursuant to an arbitration agreement the plaintiffs were allegedly induced to sign. First, the...more
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
Bankruptcy courts in the U.S. are widely viewed as favorable fora for debtors, trustees and creditors’ committees to pursue creative and difficult causes of actions against deep-pockets lenders and others in an attempt to...more