Richards Layton & Finger

Disclaiming Reliance on Extra-Contractual Representations under Delaware Law

April 2016

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.