Court of Chancery Dismisses Fraud and Aiding and Abetting Claims Against a Seller and its Controller

Sam I Aggregator LP v. Mars Holdco Corp., C.A. No. 2023-1217-KSJM (Del. Ch. Aug. 15, 2025)

Following an acquisition pursuant to a Stock Purchase Agreement (the “Agreement”), the buyer asserted fraud claims alleging that the seller made false representations in the Agreement and that the seller’s controller aided and abetted an officer’s misuse of confidential information in breach of his fiduciary duties.  Upon the seller and the controller’s motions to dismiss, the Court dismissed the fraud claims due to bargained-for anti-reliance and fraud carve-out provisions in the Agreement, and the buyer’s failure adequately to plead that the Seller knew that representations contained within an accounting-process representation were false. The Court also dismissed the aiding and abetting claims against the controller because the buyer failed adequately to plead that the controller knew the information it received from the company’s CFO was sensitive or confidential or why it would have knowledge that the CFO was violating any fiduciary obligations by sending it confidential information.