Disclaiming Reliance on Extra-Contractual Representations under Delaware Law

April 2016

Publication| Corporate Transactions| Corporate & Chancery Litigation

In FdG Logistics LLC v. A&R Logistics Holdings,Inc.,the Delaware Court of Chancery clarifi ed thetype of language that must be included in an acquisitionagreement for a party to demonstrate that theother party has eff ectively disclaimed reliance onextra-contractual representations. In sum, the FdGLogistics Court held that the anti-reliance languageat issue, which was merely a statement by the sellerthat it was making no representations other thanthose included in the acquisition agreement, wasnot sufficient to demonstrate that the buyer had disclaimedreliance on extra-contractual relations—andwas therefore not effective to foreclose the buyer’spost-closing claim for common law fraud based onextra-contractual statements.

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