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Court of Chancery Explains Anti-Reliance Clause

Posted In M&A

Airborne Health, Inc. v. Squid Soap, LP, C.A. 4410-VCL (November 13, 2009)

In this decision, the Court explains that an anti-reliance clause is different from an integration clause. The anti-reliance clause bars claims of reliance on extra contractual promises and must be very specific in doing so. A more general integration clause will not bar such claims of reliance.

There are two aspects of this decision that are particularly worth noting. Most importantly, this is the first extensive and significant opinion by the newest Vice Chancellor. It shows he writes wonderfully well and is fun to read.

Second, he brings to the task his extensive business background. That shows how important it is to have a judge who knows what he is talking about.

As a result, the future of the Court of Chancery looks secure.

Tags: M&A


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