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Court Of Chancery Summarizes Law On Reliance Disclaimers

Posted In Business Torts

IAC Search LLC v. Conversant LLC, C.A. No. 11774-CB (November 30, 2016)

Large commercial contracts frequently try to limit a buyer’s remedies for any extra-contractual misrepresentations by the seller.  Many Delaware decisions deal with disclaimers of extra-contractual representations and this decision does a nice job of summarizing some of that existing law. For example, it notes that a statement from the seller that it has not made any extra-contractual representations may not suffice, while a statement of non-reliance from the buyer should do the trick.