News & Events

In their Corporate Litigation column published in the New York Law Journal, Joe McLaughlin and Yafit Cohn continue their discussion of the effectiveness of “non-reliance provisions.” In the context of private mergers and acquisitions, a buyer bringing a post-transaction fraud claim against the seller may be precluded from claiming reasonable reliance on any representations made by the seller outside the four corners of the contract if the agreement contained a clear “non-reliance provision.” The column examines the Delaware Court of Chancery’s recent decision in FdG Logistics v. A&R Logistics Holdings, which reinforces that an unambiguous provision disclaiming reliance on extra-contractual representations, coupled with an integration clause, is enforceable under Delaware law, but clarifies that the provision must be drafted from the point of view of the buyer, rather than the seller, in order to bar fraud claims based on statements not included in the final agreement.