Walking the Tightrope: Limiting Fraud Claims Based on Extra-Contractual Statements and Omissions

In Brief

• Two recent Delaware decisions offer helpful guidance on the drafting of anti-reliance clauses.
• First, sellers should include language limiting the right to bring fraud claims to claims based on the express representations and warranties in the purchase agreement.
• Second, anti-reliance disclaimers should include express disclaimers of reliance on the “accuracy and completeness” of the information provided and the omission of material facts outside of the agreement.