The Delaware Court of Chancery last week ruled that claims for common-law fraud based on extracontractual statements and omissions may only be barred if certain provisions in an agreement reflect a clear promise from a buyer that it did not rely on representations outside the four corners of the parties’ merger agreement.
Chancellor Andre G. Bouchard, in a 42-page opinion, said an analysis of whether to dismiss the claims must start with the precise wording of representation and integration clauses, and the agreement must “reflect a clear promise by the buyer that it was not relying on statements made to it outside of the agreement to make its decision to enter into the agreement.”
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