Delaware Business Litigation Report

Court Of Chancery Explains Anti-Reliance Clause

Prairie Capital III L.P. v. Double E Holding Corp., C.A. 10127–VCL (November 24, 2015)

This is an important decision because it explains so well the effect of an anti-reliance clause in the agreement for the sale of a business. The clause will bar fraud claims based on misrepresentations outside the terms of the agreement even if the clause just states what was relied on and does not need to say there are no other facts relied on and even if the allegations claim omissions.

The opinion also states well when corporate officers may be liable for fraud claims.

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