In FdG Logistics LLC v. A&R Logistics Holdings,
Inc.,
the Delaware Court of Chancery clarifi ed the
type of language that must be included in an acquisition
agreement for a party to demonstrate that the
other party has eff ectively disclaimed reliance on
extra-contractual representations. In sum, the FdG
Logistics Court held that the anti-reliance language
at issue, which was merely a statement by the seller
that it was making no representations other than
those included in the acquisition agreement, was
not sufficient to demonstrate that the buyer had disclaimed
reliance on extra-contractual relations—and
was therefore not effective to foreclose the buyer’s
post-closing claim for common law fraud based on
extra-contractual statements.