Fraud potentially acquired company would have Actions no liability resulting from any representation Rights of Action and Defenses potentially acquired company made in k. Defenses. course of potentially acquiring company's due diligence was not unenforceable as Under New York law, against public policy; public policy favored “peculiar knowledge” exception to fraudulent enforcing contractually binding written inducement, which provides that claims of disclaimers of reliance on representations fraudulent inducement due to statements outside of a final agreement of sale or made by a seller are barred by a non-reliance merger. provision in a contract between the parties if the facts at issue in the claim were peculiarly *109 Court Below—Superior Court of the within the misrepresenting party's State of Delaware, in and for New Castle knowledge, does not apply where the County, C.A. No. N11C–04–202. plaintiff had a low-cost alternative, such as Upon appeal from the Superior Court. insisting that the written contract terms AFFIRMED., Esquire and , Esquire, reflect any oral undertaking on a Phillips, Goldman & Spence, P.A., issue. Wilmington, Delaware, and , Esquire (argued), , Esquire and , Esquire, Winston & Corporations and Business Strawn LLP, Washington, D.C., for Organizations 101 2749 appellant. Corporations and Business Organizations , Esquire, Abrams & Bayliss LLP, Mergers, Acquisitions, and Wilmington, Delaware, , Esquire (argued) Reorganizations and , Esquire, Ropes & Gray LLP, New Sale or Transfer of All or York, New York, for appellee. Controlling Interest of Stock Agreements to Purchase or Sell Before , and , Justices. k. Requisites and validity in , Justice: general. The plaintiff-appellant, RAA Management, LLC (“RAA”) appeals from a Provision of nondisclosure agreement final judgment of the Superior Court that between potentially acquiring company and dismissed RAA's Complaint, pursuant to potentially acquired company in which Rule 12(b)(6) of the Rules of Civil potentially acquiring company agreed that Procedure. In the Fall of 2010, RAA was
Fraud Actions Rights of Action and Defenses k. Defenses. Under New York law, “peculiar knowledge” exception to fraudulent inducement, which provides that claims of fraudulent inducement due to statements made by a seller are barred by a non-reliance provision in a contract between the parties if the facts at issue in the claim were peculiarly within the misrepresenting party's knowledge, does not apply where the plaintiff had a low-cost alternative, such as insisting that the written contract terms reflect any oral undertaking on a issue. Corporations and Business Organizations 101 2749 Corporations and Business Organizations Mergers, Acquisitions, and Reorganizations Sale or Transfer of All or Controlling Interest of Stock Agreements to Purchase or Sell k. Requisites and validity in general. Provision of nondisclosure agreement between potentially acquiring company and potentially acquired company in which potentially acquiring company agreed that potentially acquired company would have no liability resulting from any representation potentially acquired company made in course of potentially acquiring company's due diligence was not unenforceable as against public policy; public policy favored enforcing contractually binding written disclaimers of reliance on representations outside of a final agreement of sale or merger. *109 Court Below—Superior Court of the State of Delaware, in and for New Castle County, C.A. No. N11C–04–202. Upon appeal from the Superior Court. AFFIRMED., Esquire and , Esquire, Phillips, Goldman & Spence, P.A., Wilmington, Delaware, and , Esquire (argued), , Esquire and , Esquire, Winston & Strawn LLP, Washington, D.C., for appellant. , Esquire, Abrams & Bayliss LLP, Wilmington, Delaware, , Esquire (argued) and , Esquire, Ropes & Gray LLP, New York, New York, for appellee. Before , and , Justices. , Justice: The plaintiff-appellant, RAA Management, LLC (“RAA”) appeals from a final judgment of the Superior Court that dismissed RAA's Complaint, pursuant to Rule 12(b)(6) of the Rules of Civil Procedure. In the Fall of 2010, RAA was
RAA%20Management%20v%20Savage%20Sports%20Holdings--Waiver%20of%20Fraud%20Claims.docx