principle that where the parties to an and perhaps lose on, every agreement have expressly allocated risks, claim supported by the bare the judiciary shall not intrude into their allegation that it orally misrepresented its contractual relationship.... [The plaintiff] intent regarding a term of a loan. The having chosen to disclaim reliance with a absence of any means to avoid such costly term explicitly included in the contract, the litigation might well deter some lenders Court will not interfere with its choice. As from entering into negotiation agreements the court succinctly stated, [i]f the and cause fewer loans to be negotiated. plaintiff has made a bad bargain, he cannot avoid it in this manner. (emphasis added). (internal citations and quotation The holdings and the policy rationales in marks omitted). both decisions are equally Warner Theatre applicable to RAA's claims against Savage In affirming Justice Sotomayor's in the present case. decision in the Second Warner Theatre, Circuit recognized that allowing a claim Although we have decided this matter to progress to a where the parties had under New York law, the results would be previously agreed to a non-reliance the same under Delaware law. Under the disclaimer, greatly lessen the useful facts alleged in RAA's Complaint, this “might role disclaimers play in negotiation Court's holding in is distinguishable for the agreements”: reasons that were stated in *119 accurately states Delaware law and explains Delaware's A party's use of ... disclaimers in public policy in favor of enforcing negotiation agreements is intended not contractually binding written disclaimers of only to avoid liability if the negotiations on representations outside of a final fail but also to avoid lawsuits, or at least agreement of sale or merger. lawsuits that cannot be quickly The rule [the plaintiff] presses . dismissed. would essentially negate such disclaimers by allowing naked allegations of prior oral . assurances to trump at the pleading and summary judgment stage even the most Before parties execute an agreement of explicit disclaimer in a negotiation sale or merger, the potential acquirer agreement. The disclaiming party would engages in due diligence and are always be forced to settle or go to usually extensive precontractual
principle that where the parties to an agreement have expressly allocated risks, the judiciary shall not intrude into their contractual relationship.... [The plaintiff] having chosen to disclaim reliance with a term explicitly included in the contract, the Court will not interfere with its choice. As the court succinctly stated, [i]f the plaintiff has made a bad bargain, he cannot avoid it in this manner. (internal citations and quotation marks omitted). In affirming Justice Sotomayor's decision in Warner Theatre, the Second Circuit recognized that allowing a claim to progress to a where the parties had previously agreed to a non-reliance disclaimer, “might greatly lessen the useful role disclaimers play in negotiation agreements”: A party's use of ... disclaimers in negotiation agreements is intended not only to avoid liability if the negotiations fail but also to avoid lawsuits, or at least lawsuits that cannot be quickly dismissed. The rule [the plaintiff] presses would essentially negate such disclaimers by allowing naked allegations of prior oral assurances to trump at the pleading and summary judgment stage even the most explicit disclaimer in a negotiation agreement. The disclaiming party would always be forced to settle or go to and perhaps lose on, every claim supported by the bare allegation that it orally misrepresented its intent regarding a term of a loan. The absence of any means to avoid such costly litigation might well deter some lenders from entering into negotiation agreements and cause fewer loans to be negotiated. (emphasis added). The holdings and the policy rationales in both Warner Theatre decisions are equally applicable to RAA's claims against Savage in the present case. Although we have decided this matter under New York law, the results would be the same under Delaware law. Under the facts alleged in RAA's Complaint, this Court's holding in is distinguishable for the reasons that were stated in *119 accurately states Delaware law and explains Delaware's public policy in favor of enforcing contractually binding written disclaimers of on representations outside of a final agreement of sale or merger. . . Before parties execute an agreement of sale or merger, the potential acquirer engages in due diligence and are usually extensive precontractual