Novare Grp., Inc. v. Sarif, 718 S.E.2d 304 (Ga. 2011). · Go Syfert
Novare Grp., Inc. v. Sarif, 718 S.E.2d 304 (Ga. 2011). Cases Citing This Book View Copy Cite
246 citation events (246 in the last 25 years) across 10 distinct courts.
Strongest positive: Courtesy Properties, LLC v. S&ME, Inc. (gand, 2020-12-28)
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discussed Cited as authority (verbatim quote) Courtesy Properties, LLC v. S&ME, Inc.
N.D. Ga. · 2020 · signal: see also · quote attribution · 1 verbatim quote · confidence high
where a purchaser affirms a contract that contains a merger or disclaimer provision, he is estopped from asserting reliance on a representation that is not part of the contract.
discussed Cited as authority (verbatim quote) My24HourNews.com, Inc. v. AT&T Corp.
11th Cir. · 2019 · signal: cf. · quote attribution · 1 verbatim quote · confidence high
he only type of fraud that can relieve a party of his obligation to read a written contract and be bound by its terms is a fraud that prevents the party from reading the contract.
discussed Cited as authority (verbatim quote) C&C Family Trust Ex Rel. Cox-Ott v. Axa Equitable Life Insurance Co. (2×) also: Cited as authority (rule)
11th Cir. · 2016 · signal: see · quote attribution · 1 verbatim quote · confidence high
he only type of fraud that can relieve a party of his obligation to read a written contract and be bound by its terms is a fraud that prevents the party from reading the contract.
discussed Cited as authority (verbatim quote) Legacy Academy, Inc. v. Mamilove, LLC (2×) also: Cited as authority (rule)
Ga. · 2015 · signal: see · quote attribution · 1 verbatim quote · confidence high
statements that directly contradict the terms of the agreement... simply cannot form the basis of a fraud claim for the purpose of cancelling or rescinding a contract
discussed Cited as authority (verbatim quote) Legacy Academy, Inc. v. Mamilove, LLC (2×) also: Cited as authority (rule)
Ga. · 2015 · signal: see · quote attribution · 1 verbatim quote · confidence high
tatements that directly contradict the terms of the agreement . . . simply cannot form the basis of a fraud claim for the purpose of cancelling or rescinding a contract
examined Cited as authority (verbatim quote) C & C Family Trust 04/04/05 ex rel. Cox-Ott v. Axa Equitable Life Insurance (2×) also: Cited as authority (quoted)
N.D. Ga. · 2014 · signal: see also · quote attribution · 2 verbatim quotes · confidence high
he only type of fraud that can relieve a party of his obligation to read a written contract and be bound by its terms is a fraud that prevents the party from reading the contract.
examined Cited as authority (verbatim quote) Kenneth Waithev. Arrowhead Clinic, Inc. (2×) also: Cited as authority (quoted)
11th Cir. · 2012 · signal: see · quote attribution · 2 verbatim quotes · confidence high
he only type of fraud that can relieve a party of his obligation to read a written contract and be bound by its terms is a fraud that prevents the party from reading the contract.
discussed Cited as authority (quoted) Krayev v. Johnson (2×) also: Cited "see"
Ga. Ct. App. · 2014 · signal: see · quote attribution · 1 verbatim quote · confidence high
where a purchaser affirms a contract that contains a merger or disclaimer provision, he is estopped from asserting reliance on a representation that is not part of the contract.
discussed Cited as authority (quoted) Sergey Krayev v. David J. Johnson, Jr. (2×) also: Cited "see"
Ga. Ct. App. · 2014 · signal: see · quote attribution · 1 verbatim quote · confidence high
where a purchaser affirms a contract that contains a merger or disclaimer provision, he is estopped from asserting reliance on a representation that is not part of the contract.
discussed Cited as authority (rule) Platinum Marietta, Inc. v. Fred Vah (2×) also: Cited "see"
Ga. Ct. App. · 2025 · confidence medium
A plaintiff alleging fraudulent inducement may either affirm the contract and sue for damages, or — as Vah has tried to do — “promptly rescind the contract and sue in tort for fraud.” (Citation and punctuation omitted.) Novare Group v. Sarif, 290 Ga. 186, 188 (1) ( 718 SE2d 304 ) (2011).
discussed Cited as authority (rule) DELGADO v. APPLE GEORGIA LLC
M.D. Ga. · 2024 · confidence medium
These allegations “are not based on any specifically pled facts.” Novare Grp., Inc. v. Sarif, 718 S.E.2d 304, 310 (Ga. 2011) (finding that a negligent supervision claim failed where the plaintiff’s “knew or should have known” assertion was not supported by factual allegations to support it).
discussed Cited as authority (rule) KHRISTOPHER ALLEN v. STEVE HARRIS
Ga. Ct. App. · 2024 · confidence medium
In order to sustain a cause of action in this state for the tort of intentional infliction of emotional distress, a plaintiff must show that defendant’s actions were so terrifying or insulting as naturally to humiliate, embarrass or frighten the plaintiff.12 enter a contract has two options: (1) affirm the contract and sue for damages from the fraud or breach; or (2) promptly rescind the contract and sue in tort for fraud.”Novare Group v. Sarif, 290 Ga. 186, 188 (1) ( 718 SE2d 304 ) (2011) (citation and punctuation omitted); see also OCGA § 13-4-60.
examined Cited as authority (rule) RACHEL JIMENEZ v. HOUSEBOATS ON LANIER, INC. (4×)
Ga. Ct. App. · 2024 · confidence medium
“In general, a party alleging fraudulent inducement to enter a contract has two options: (1) affirm the contract and sue for damages from the fraud or breach; or (2) promptly rescind the contract and sue in tort for fraud.” Novare Group v. Sarif, 290 Ga. 186, 188 (1) ( 718 SE2d 304 ) (2011).
discussed Cited as authority (rule) MARILYN MONIQUE HARRISON v. JAMES C. HARRISON, JR.
Ga. Ct. App. · 2023 · confidence medium
We find no contradiction here. 12 James initialed each page of the Agreement, and according to Marilyn, she watched as he read each page before signing it. 13 See Carr, 260 Ga. App. at 241, n. 8 ., citing Layfield v. Sanford, 247 Ga. 92, 93 ( 274 SE2d 450 ) (1981), Langston v. Langston, 147 Ga. 318, 320 ( 93 SE 892 ) (1917). 14 (Citations and punctuation omitted.) Novare Group, Inc. v. Sarif, 290 Ga. 186, 188-189 (2) ( 718 SE2d 304 ) (2011). 13 afforded its literal meaning.
discussed Cited as authority (rule) WILLIAM DAVIS v. GREENSBORO ESTATES, LLC
Ga. Ct. App. · 2023 · confidence medium
The allegedly false information upon which the plaintiffs base their claim is the promise made by Hashim that he would take down the tree. “[F]uture promises are not sufficient to sustain fraud-based claims[,]” Novare Group v. Sarif, 290 Ga. 186, 189 (2) ( 718 SE2d 304 ) (2011), unless they are made “with the present intention not to perform or with the knowledge that the future event would not occur.” Higginbottom v. Thiele Kaolin Co., 251 Ga. 148, 152 (2) ( 304 SE2d 365 ) (1983).
discussed Cited as authority (rule) Harris v. Synovus Bank
N.D. Ohio · 2022 · confidence medium
“A party who has ‘the capacity and opportunity to read a written contract cannot afterwards set up fraud in the procurement of his signature’ . . . based on oral representations that differ from the terms of the contract.” Novare Grp., Inc. v. Sarif, 718 S.E.2d 304, 308 (Ga. 2011).
discussed Cited as authority (rule) RODNEY DENNIS v. STEFANIE WOHLGEMUTH
Ga. Ct. App. · 2022 · confidence medium
“In general, a party alleging fraudulent inducement to enter a contract has two options: (1) affirm the contract and sue for damages from the fraud or breach; or (2) promptly rescind the contract and sue in tort for fraud.” (Citation and punctuation omitted.) Novare Group v. Sarif, 290 Ga. 186, 188 (1) ( 718 SE2d 304 ) (2011); see also OCGA § 13-4-60.
discussed Cited as authority (rule) LUIS MAYORGA v. JIM BENTON D/B/A VITAL RECORD SOLUTIONS (2×)
Ga. Ct. App. · 2022 · confidence medium
Mayorga characterizes these statements as “making fun of Kaitlyn’s death and Mayorga’s sexual orientation, thereby denigrating Kaitlyn’s home life and raising the question in Mayorga’s mind of his own potential culpability in [Kaitlyn’s] suicide,” and he concludes that VRS’s actions in preparing the draft of the death certificate and “acting in concert” with Southern Cremations to deliver it “were callous, extreme, outrageous, and not to be tolerated in a civilized society.” We are not, however, required to accept Mayorga’s legal conclusions asserted in his complaint.…
discussed Cited as authority (rule) Gauthier v. Hard to Stop LLC (2×) also: Cited "see, e.g."
S.D. Ga. · 2022 · confidence medium
Accordingly, Regent’s motion to dismiss Chartis’s negligent supervision claim . . . is GRANTED.”); Novare Grp., Inc., 718 S.E.2d at 310 (“Purchasers have not alleged that Brokers displayed any tendencies to disregard the script that Developers knew or should have known about. . . .
discussed Cited as authority (rule) Frederick D. Harris and Bernice R. Harris
Bankr. N.D. Ohio · 2022 · confidence medium
Most importantly for this case, 27 “the only type of fraud that can relieve a party of his obligation to read a written contract and be bound by its terms is a fraud that prevents the party from reading the contract.” Legacy Acad., Inc. v. Mamilove, LLC, 297 Ga. 15, 17 , 771 S.E.2d 868, 871 (2015) (quoting Novare Grp., Inc. v. Sarif, 290 Ga. 186, 189 , 718 S.E.2d 304, 308 (2011)).
discussed Cited as authority (rule) Akkad Holdings, LLC v. Trapollo, LLC
N.D. Ga. · 2021 · confidence medium
Trapollo and Braham contend the merger clause bars Akkad’s claims for fraud in the inducement and negligent misrepresentation because Akkad affirmed the agreement.4 (Dkts. 47-1 at 21; 48-1 at 20.) Indeed, “[w]here a purchaser affirms a contract that contains a merger or disclaimer provision, he is estopped from asserting reliance on a representation that is not part of the contract.” Novare Grp., Inc. v. Sarif, 718 S.E.2d 304, 309 (Ga. 2011).
cited Cited as authority (rule) Rohrig Investments, LP v. Knuckle Partnership, LLLP
Bankr. N.D. Ga. · 2021 · confidence medium
Novare Grp., Inc. v. Sarif, 290 Ga. 186, 190 , 718 S.E.2d 304, 309 (2011).
discussed Cited as authority (rule) Correll v. Vika Logistics, LLC
S.D. Ga. · 2021 · confidence medium
“For an employer to be held liable for negligent supervision, there must be sufficient evidence to establish that the employer reasonably knew or should have known of an employee’s tendencies to engage in certain behavior relevant to the injuries allegedly incurred by the plaintiff.” Barnes v. Smith, 794 S.E.2d 262, 264 (Ga. Ct. App. 2016) (quoting Novare Group, Inc. v. Sarif, 718 S.E.2d 304, 309 (Ga. 2011)).
discussed Cited as authority (rule) Correll v. Vika Logistics LLC
S.D. Ga. · 2021 · confidence medium
“For an employer to be held liable for negligent supervision, there must be sufficient evidence to establish that the employer reasonably knew or should have known of an employee’s tendencies to engage in certain behavior relevant to the injuries allegedly incurred by the plaintiff.” Barnes v. Smith, 794 S.E.2d 262, 264 (Ga. Ct. App. 2016) (quoting Novare Group, Inc. v. Sarif, 718 S.E.2d 304, 309 (Ga. 2011)).
discussed Cited as authority (rule) Goplus Corporation v. Crown Equipment Corporation (2×)
S.D. Ga. · 2021 · confidence medium
Novare Grp., Inc. v. Sarif, 718 S.E.2d 304, 309 (Ga. 2011).
discussed Cited as authority (rule) William Napier Jr. v. Paul Kearney
Ga. Ct. App. · 2021 · confidence medium
We disagree and find that the Napiers waived rescission as a matter of law by failing to act promptly.2 “In general, a party alleging fraudulent inducement to enter a contract has two options: (1) affirm the contract and sue for damages from the fraud or breach; or (2) promptly rescind the contract and sue in tort for fraud.” Novare Group v. Sarif, 290 Ga. 186, 188 (1) ( 718 SE2d 304 ) (2011) (citation and punctuation omitted).
discussed Cited as authority (rule) Sarah Sidhom v. Thomas Boutros
Ga. Ct. App. · 2021 · confidence medium
But 3 even if they had, and even if Boutros had assured Sidhom that he would return some or all of the property to her and failed to do so after the fact, “statements that directly contradict the terms of the agreement simply cannot form the basis of a fraud claim for the purpose of cancelling or rescinding a contract.” Legacy Academy, Inc. v. Mamilove, LLC, 297 Ga. 15, 18 (1) ( 771 SE2d 868 ) (2015), quoting Novare Group, Inc. v. Sarif, 290 Ga. 186, 188-189 ( 718 SE2d 304 ) (2011).
discussed Cited as authority (rule) Jenry Villalobos v. Atlanta Motorsports Sales, LLC (2×) also: Cited "see"
Ga. Ct. App. · 2020 · confidence medium
In each of these two cases, the Supreme Court expressly distinguished its holding from City Dodge and its progeny, Legacy Academy, Inc., supra, 297 Ga. at 20 (2) n.7; Novare Group, supra, 290 Ga. at 190 (3), and we are of course bound by the Supreme Court’s explanations of its own precedent.
cited Cited as authority (rule) Putnam-Greene Financial Corporation v. AT&T Corp.
N.D. Ga. · 2020 · confidence medium
Novare Grp. v. Sarif, 718 S.E.2d 304, 309 (Ga. 2011).
discussed Cited as authority (rule) Muriel Montia v. First-Citizens Bank & Trust Company
Ga. Ct. App. · 2017 · confidence medium
“The trial court was not required to accept [Montia’s] legal conclusions in consideration of the motion for judgment on the pleadings [and the motion to dismiss] where there were no specifically pled facts to support the conclusions.” Novare Group v. Sarif, 290 Ga. 186, 191 (4) ( 718 SE2d 304 ) (2011).
discussed Cited as authority (rule) Walker v. Oglethorpe Power Corp. (2×) also: Cited "see"
Ga. Ct. App. · 2017 · confidence medium
Dove, 316 Ga. App. at 9 (punctuation omitted); accord Trop, Inc., 296 Ga. at 87 (1); Novare Grp., Inc. v. Sarif 290 Ga. 186, 191 (4) ( 718 SE2d 304 ) (2011). 282 Ga. 707 ( 654 SE2d 127 ) (2007).
discussed Cited as authority (rule) Michael Shapiro v. Oglethorpe Power Corporation (2×)
Ga. Ct. App. · 2017 · confidence medium
We disagree. 8 Dove v. Ty Cobb Healthcare Sys., Inc., 316 Ga. App. 7, 9 ( 729 SE2d 58 ) (2012) (punctuation omitted); accord Chandler v. Opensided MRI of Atlanta, LLC, 299 Ga. App. 145, 145 ( 682 SE2d 165 ) (2009). 9 Dove, 316 Ga. App. at 9 (punctuation omitted); accord Chandler, 299 Ga. App. at 145 . 10 Dove, 316 Ga. App. at 9 (punctuation omitted); accord Trop, Inc., 296 Ga. at 87 (1); Novare Grp., Inc. v. Sarif, 290 Ga. 186, 191 (4) ( 718 SE2d 304 ) (2011). 12 The former-member appellants argue that the trial court erred in applying a “hybrid standard” drawn from both federal and state …
discussed Cited as authority (rule) Deena Barnes v. Richard Smith
Ga. Ct. App. · 2016 · confidence medium
“For an employer to be held liable for negligent supervision, there must be sufficient evidence to establish that the employer reasonably knew or should have known of an employee’s tendencies to engage in certain behavior relevant to the injuries allegedly incurred by the plaintiff.” (Citation and punctuation omitted.) Novare Group, Inc. v. Sarif, 290 Ga. 186, 190-191 (4) ( 718 SE2d 304 ) (2011); see also Poole v. N. Georgia Conference of Methodist Church, Inc., 273 Ga. App. 536, 540 ( 615 SE2d 604 ) (2005) (summary judgment appropriate when no evidence that defendant was aware of employ…
discussed Cited as authority (rule) Barnes v. Smith (2×)
Ga. Ct. App. · 2016 · confidence medium
“For an employer to be held liable for negligent supervision, there must be sufficient evidence to establish that the employer reasonably knew or should have known of an employee’s tendencies to engage in certain behavior relevant to the injuries allegedly incurred by the plaintiff.” (Citation and punctuation omitted.) Novare Group v. Sarif, 290 Ga. 186, 190-191 (4) ( 718 SE2d 304 ) (2011); see also Poole v. North Ga. Conference of the Methodist Church, 273 Ga.App. 536, 540 ( 615 SE2d 604 ) (2005) (summary judgment appropriate when no evidence that defendant was aware of employee’s imp…
discussed Cited as authority (rule) AVERY v. GRUBB Et Al.
Ga. Ct. App. · 2016 · confidence medium
“Therefore, [Avery] cannot maintain [her] claim [ ] for fraud in the inducement based on active concealment [or] negligent misrepresentation.” Novare Group, Inc. v. Sarif, 290 Ga. 186, 190 (3) ( 718 SE2d 304 ) (2011). 2.
discussed Cited as authority (rule) S. Gregory Hays v. Page Perry, LLC
11th Cir. · 2015 · confidence medium
“For an employer to be held liable for negligent supervision, there must be sufficient evidence to establish that the employer reasonably knew or should have known of an employee’s tendencies to engage in certain behavior relevant to the injuries allegedly incurred by the plaintiff.” Novare Grp., Inc. v. Sarif, 290 Ga. 186 , 718 S.E.2d 304, 309 (2011) (internal quotation marks and citation omitted).
discussed Cited as authority (rule) Mindy Howerton v. Harbin Clinic
Ga. Ct. App. · 2015 · confidence medium
“For an employer to be held liable for negligent supervision, there must be ‘sufficient evidence to establish that the employer reasonably knew or should have known of an employee’s tendencies to engage in certain behavior relevant to the injuries allegedly incurred by the plaintiff.’ ” Novare Group v. Sarif, 290 Ga. 186, 190-191 (4) ( 718 SE2d 304 ) (2011) (punctuation omitted), quoting Leo v. Waffle House, 298 Ga. App. 838, 841 (2) ( 681 SE2d 258 ) (2009).
discussed Cited as authority (rule) STAFFORD v. GARELECK Et Al.
Ga. Ct. App. · 2015 · confidence medium
“In general, a party alleging fraudulent inducement to enter a contract has two options: (1) affirm the contract and sue for damages from the fraud or breach; or (2) promptly rescind the contract and sue in tort for fraud.” (Citation and punctuation omitted.) Novare Group, Inc. v. Sarif, 290 Ga. 186, 188 (1) ( 718 SE2d 304 ) (2011).
examined Cited as authority (rule) Legacy Academy, Inc. v. Mamilove, LLC (21×) also: Cited "see"
Ga. Ct. App. · 2014 · confidence medium
(Citations and punctuation omitted.) Novare Group v. Sarif, 290 Ga. 186, 188-189 (2) ( 718 SE2d 304 ) (2011).
cited Cited as authority (rule) Manley v. Ford Motor Co.
N.D. Ga. · 2014 · confidence medium
See Stillwell, 663 F.3d at 1333-34 ; Novare Grp., Inc. v. Sarif, 290 Ga. 186 , 718 S.E.2d 304, 309 (2011).
discussed Cited as authority (rule) Jeffrey Bulford v. Verizon Business Network Services, Inc.
11th Cir. · 2014 · confidence medium
Under Georgia law, the law that applies here, “[w]here a purchaser affirms a contract that contains a merger or disclaimer provision, he is estopped from asserting reliance on a representation that is not part of the contract.” Novare Group, Inc. v. Sarif, *451 290 Ga. 186 , 718 S.E.2d 304, 309 (2011); see also Ekeledo v. Amporful, 281 Ga. 817 , 642 S.E.2d 20, 22 (2007) (“[W]here the allegedly defrauded party affirms a contract which contains a merger or disclaimer provision and retains the benefits, he is estopped from asserting that he relied upon the other party’s misrepresentation …
discussed Cited as authority (rule) Citrus Tower Boulevard Imaging Center, LLC v. Owens (2×) also: Cited "see"
Ga. Ct. App. · 2013 · confidence medium
Sarif, 290 Ga. 186, 190 (3) ( 718 SE2d 304 ) (2011).
discussed Cited as authority (rule) David Owens Md, P.C. v. Citrus Tower Boulevard Imaging Center, LLC (2×)
Ga. Ct. App. · 2013 · confidence medium
The PC asserts that a jury could find that those representations were made with Citrus’s knowledge that the statements were false or with an intent not to perform.47 Here, however, the PC continued to utilize the services provided by Citrus’s Clermont facility even after it realized that the alleged representations were false, and 46 See Griffin v. State Bank, 312 Ga. App. 87, 90 (1) (a) ( 718 SE2d 35 ) (2011) (noting that the elements of fraud include “a false representation by a defendant, scienter, intention to induce the plaintiff to act or refrain from acting, justifiable reliance b…
cited Cited as authority (rule) Lapolla Industries, Inc. v. Hess
Ga. Ct. App. · 2013 · confidence medium
Novare Group v. Sarif, 290 Ga. 186, 191 ( 718 SE2d 304 ) (2011) (citations omitted); OCGA § 9-11-12 (c).
cited Cited as authority (rule) Lapolla Industries, Inc. v. MacLean Hess
Ga. Ct. App. · 2013 · confidence medium
Novare Group, Inc. v. Sarif, 290 Ga. 186, 191 ( 718 SE2d 304 ) (2011) (citations omitted); OCGA § 9-11-12 (c).
discussed Cited as authority (rule) Denim North America Holdings, LLC v. Swift Textiles, LLC
11th Cir. · 2013 · confidence medium
First, the Swift defendants rely on the decision of the Supreme Court of Georgia in Novare Group, Inc. v. Sarif, 290 Ga. 186 , 718 S.E.2d 304, 308 (2011), to argue that Holdings cannot sue for the failure of Swift to fulfill a future promise and that Holdings agreed in the subscription agreement that it would not sue Swift for a failure to attain the sales projections.
cited Cited as authority (rule) Georgia Farm Bureau Mutual Insurance Company v. Vincent Croft
Ga. Ct. App. · 2013 · confidence medium
And “the trial court is not required to adopt a party’s legal conclusions based on those facts.” (Citation omitted.) Novare Group v. Sarif, 290 Ga. 186, 191 (4) ( 718 SE2d 304 ) (2011).
cited Cited as authority (rule) Georgia Farm Bureau Mutual Insurance v. Croft
Ga. Ct. App. · 2013 · confidence medium
And “the trial court is not required to adopt a party’s legal conclusions based on those facts.” (Citation omitted.) Novare Group v. Sarif, 290 Ga. 186, 191 (4) ( 718 SE2d 304 ) (2011).
cited Cited as authority (rule) Subodh Raysoni v. Payless Auto Deals, LLC
Ga. Ct. App. · 2013 · confidence medium
(Citations and punctuation omitted.) Novare Group, Inc. v. Sarif, 290 Ga. 186, 188-189 (2) ( 718 SE2d 304 ) (2011).
discussed Cited as authority (rule) Raysoni v. Payless Auto Deals, LLC (2×)
Ga. Ct. App. · 2013 · confidence medium
(Citations and punctuation omitted.) Novare Group, Inc. v. Sarif, 290 Ga. 186, 188-189 (2) ( 718 SE2d 304 ) (2011).
NOVARE GROUP, INC. Et Al.
v.
SARIF Et Al.
S11G0478.
Supreme Court of Georgia.
Nov 21, 2011.
718 S.E.2d 304
Troutman Sanders, Thomas E. Reilly, Brian P. Watt, William N. Withrow, Jr., for appellant., Weinstock & Scavo, Michael Weinstock, Ehrenclou & Grover, Wallace H. Ehrenclou, The Geheren Firm, James R. Fletcher II, for appellee., Weissman, Nowack, Curry & Wilco, Seth G. Weissman, Ned Blumenthal, amici curiae.
Hunstein.
Cited by 83 opinions  |  Published
2 passages pin-cited by 4 cases
Pinpoint authority: #48,001 of 633,719
Citer courts: Court of Appeals of Georgia (2) · Eleventh Circuit (1) · N.D. Georgia (1)
HUNSTEIN, Chief Justice.

We granted certiorari to determine whether the Court of Appeals erred when it reversed the trial court’s grant of judgment on the pleadings on Purchasers’ claims for fraud, negligent misrepresentation, negligent supervision, and violation of the Georgia Fair Business Practices Act (“FBPA”). We now hold that the trial court properly granted judgment on the pleadings, and, therefore, we reverse the Court of Appeals.

Appellants David Sarif, Les Retter, Jay Baker, Ron Agami, Jonathan Samuels, Donna Wong, Sean Warren and Shaun Weinstock (“Purchasers”) each bought a residential condominium on the south side of Twelve Atlantic Station (“Twelve”) in late 2005 or early 2006. Purchasers brought suit against Novare Group, Inc., WN Atlantic Properties LLC, Atlantic WN Properties, Inc., Twelve Hotels and Residences LLC, Novare Group Holdings LLC, Michael Everly, James Borders (collectively, “Developers”) and Novare Realty LLC (“Brokers”), alleging that at the time of their purchases at the 26-story Twelve, Developers had already undertaken plans to develop the 46-story Atlantic directly across the street. Developers advertised “spectacular city views” from Twelve, and Brokers advised that any future development to the south of Twelve would be low- to mid-rise office buildings. Purchasers allege they paid substantial premiums for their views of the city from the south side of the building, which are now blocked by the Atlantic.

Each Purchaser signed an agreement containing a provision[*187] stating that “[t]he views from and natural light available to the Unit may change over time due to, among other circumstances, additional development and the removal or addition of landscaping”; a disclaimer at the top of the first page as required by the Georgia Condominium Act stating that “ORAL REPRESENTATIONS CANNOT BE RELIED UPON AS CORRECTLY STATING THE REPRESENTATIONS OF SELLER”; an express disclaimer in which Purchasers affirmed that they did not rely upon any representations or statements of Brokers; [1] and a comprehensive merger clause. [2]

Purchasers filed this lawsuit on December 31, 2008, raising allegations of fraud in the inducement, negligent misrepresentation, negligent supervision, and violation of the FBPA, as well as negligence claims against the individual defendants. The complaint does not state a separate cause of action for rescission, though it does include rescission as one of the prayers for relief.

On the same date the lawsuit was filed, counsel for Purchasers sent a certified letter to Developers’ counsel demanding rescission on behalf of all eight Purchasers. The letter states that Purchasers “desire a rescission and hereby tender same.” Though the letter purports to give Developers thirty days to respond to the demand for rescission, the letter also states that Purchasers had already “filed the enclosed civil action against all the named defendants.”

Developers filed a motion to dismiss or for judgment on the pleadings in July 2009, and Purchasers filed a motion for summary judgment in August 2009. In separate orders, the trial court granted judgment on the pleadings in favor of Developers and denied Purchasers’ motion for summary judgment. The Court of Appeals reversed the trial court’s order of judgment on the pleadings as to fraud in the inducement based on active concealment, negligent misrepresentation, negligent supervision, and violation of the FBPA. [3] See Sarif v. Novare Group, Inc., 306 Ga. App. 741, 742 (703[*188] SE2d 348) (2010). This appeal ensued.

1. The Court of Appeals held that Purchasers successfully pled a claim for rescission, and thus, could sustain their fraud-based claims. However, even construing the pleadings favorably to Purchasers, as we are required to do, it is clear that Purchasers did not properly rescind the agreements.

“ Tn general, a party alleging fraudulent inducement to enter a contract has two options: (1) affirm the contract and sue for damages from the fraud or breach; or (2) promptly rescind the contract and sue in tort for fraud.’ ” Ekeledo v. Amporful, 281 Ga. 817, 819 (1) (642 SE2d 20) (2007). Where a party elects to rescind the contract, he must do so prior to filing the lawsuit. See Williams v. Fouche, 157 Ga. 227 (1) (121 SE 217) (1924).

Purchasers failed to tender rescission prior to filing their lawsuit. In Williams, the Court recognized that “the rule requiring one who seeks the rescission of a contract on the ground of fraud to restore, or offer to restore, the consideration received, as a condition precedent to bringing the action, is settled in this State.” (Emphasis supplied.) Id. at 228-229. The Court in Williams reasoned that the party charged with perpetrating a fraud should be given the opportunity to redress the wrong before being served with a suit for rescission. Id. at 228.

Here, Purchasers sent a certified letter to Developers’ counsel purporting to rescind their agreements on the same day they filed their lawsuit. However, the letter clearly states that the lawsuit had already been filed. Given that the Developers should have been given the opportunity to correct any wrong before being served with a lawsuit, Purchasers’ demand for rescission, served contemporaneously with the filing of their lawsuit, cannot be held to satisfy the prerequisite.

Therefore, the trial court was correct in finding that the Purchasers did not properly elect rescission as a remedy, and the Court of Appeals erred in reversing its decision.

2. More importantly, the question of whether Purchasers elected rescission is moot. It is well-settled law in Georgia that a party who has “the capacity and opportunity to read a written contract cannot afterwards set up fraud in the procurement of his signature to the[*189] instrument” based on oral representations that differ from the terms of the contract. Craft v. Drake, 244 Ga. 406, 408 (260 SE2d 475) (1979). Statements that directly contradict the terms of the agreement or offer future promises simply cannot form the basis of a fraud claim for the purpose of cancelling or rescinding a contract. Id. In fact, the only type of fraud that can relieve a party of his obligation to read a written contract and be bound by its terms is a fraud that prevents the party from reading the contract. Beckwith v. Peterson, 227 Ga. 403 (1) (181 SE2d 51) (1971).

In Craft, the plaintiff alleged that a bank officer fraudulently induced him to execute certain notes by misrepresenting that plaintiffs home would not be used as collateral for the note. However, the express terms of the note specifically stated that the holder would have a security interest in any property held by the plaintiff at the time of execution or subsequently acquired. The Court held that because the oral misrepresentation was directly contradicted by the language of the agreement and because the statements were promissory in nature as to future acts, the plaintiff was bound by the terms of the note he signed. See Craft, 244 Ga. at 408.

The crux of Purchasers’ argument here is that they are not bound by the terms of their agreements because Brokers promised “spectacular city views” from the south side of Twelve at the same time that Developers were moving forward with plans to erect a 46-story condominium across the street that would ultimately block Purchasers’ views. Nevertheless, Purchasers all signed agreements that expressly state that the views may change over time, oral representations of the sellers could not be relied upon, Purchasers did not in fact rely upon any oral representations or statements of Brokers, and the entire agreement between the parties was set forth in the terms of the written contract.

Therefore, the fraud alleged by Purchasers is not the type of fraud that allows a party to cancel or rescind a contract. To be able to rescind a contract, the fraud must be of a nature that the Purchasers were deprived of an opportunity to read the agreements. There is no allegation in this case that Developers or Brokers tried to prevent the Purchasers from reading the terms of the agreements. Rather, the alleged misrepresentation upon which Purchasers premise their fraud claim is simply a promise regarding future events — specifically a promise that their views would not be blocked. However, this Court made clear in Craft that future promises are not sufficient to sustain fraud-based claims. Craft, 244 Ga. at 408. Purchasers are not entitled to back out of a written agreement whose terms expressly contradict the oral representations on which Purchasers claim to have relied. Accordingly, the Court of Appeals[*190] erred in holding that Purchasers were not bound by the agreements they signed.

3. Since Purchasers did not properly elect rescission as a remedy, and more importantly, were not entitled to rescission as a remedy, they are bound by the terms of their agreements. Therefore, Purchasers cannot maintain their claims for fraud in the inducement based on active concealment, negligent misrepresentation, or the FBPA. Where a purchaser affirms a contract that contains a merger or disclaimer provision, he is estopped from asserting reliance on a representation that is not part of the contract. See First Data POS, Inc. v. Willis, 273 Ga. 792 (2) (546 SE2d 781) (2001).

Justifiable reliance is an essential element of Purchasers’ fraud, negligent misrepresentation, and FBPA claims. See Tiismann v. Linda Martin Homes Corp., 281 Ga. 137 (1) (637 SE2d 14) (2006) (reliance element of common law tort of misrepresentation is incorporated into the causation element of an individual claim under the FBPA); City Dodge, Inc. v. Gardner, 232 Ga. 766, 769-770, n. 1 (208 SE2d 794) (1974) (justifiable reliance is essential element of fraud claim); Real Estate Intl., Inc. v. Buggay, 220 Ga. App. 449 (3) (469 SE2d 242) (1996) (justifiable reliance is essential element of negligent misrepresentation claim). Since Purchasers are estopped from relying on a representation outside of the agreement, they cannot sustain any of the causes of action that require justifiable reliance. Therefore, the fraud, negligent misrepresentation, and FBPA claims fail, even construing the pleadings most favorably to Purchasers.

Nevertheless, Purchasers argue that the determination of justifiable reliance is a jury question. While justifiable reliance may be a jury question in a fraud case where no contract exists or where the contract has become void, it is a question of law in a case where the contract language prevails and the contract’s merger clause precludes reliance on oral representations. Compare City Dodge, 232 Ga. at 770 (holding that justifiable reliance is a jury question where the contract containing the merger clause was found invalid due to an antecedent fraud) with First Data POS, 273 Ga. at 796 (holding as a matter of law that a valid merger clause precludes any subsequent claim for deceit based on pre-contractual representations). Because there can be no justifiable reliance where Purchasers are bound by their agreements, particularly where those agreements contain a comprehensive merger clause, the Court of Appeals erred in holding that the Purchasers’ fraud-based claims could proceed.

4. Finally, the Purchasers’ claim for negligent supervision must also fail. For an employer to be held liable for negligent supervision, there must be “ ‘sufficient evidence to establish that the employer reasonably knew or should have known of an employee’s tendencies to engage in certain behavior relevant to the injuries allegedly[*191] incurred by the plaintiff.’ ” Leo v. Waffle House, Inc., 298 Ga. App. 838, 841 (681 SE2d 258) (2009) (citation omitted). Further, a motion for judgment on the pleadings is authorized where the undisputed facts that appear from the pleadings establish that the movant is entitled to judgment as a matter of law. Rolling Pin Kitchen Emporium, Inc. v. Kaas, 241 Ga. App. 577 (2) (527 SE2d 248) (1999). All well-pleaded facts are to be accepted as true. However, the trial court is not required to adopt a party’s legal conclusions based on those facts. Id.

Decided November 21, 2011. Troutman Sanders, Thomas E. Reilly, Brian P. Watt, William N. Withrow, Jr., for appellant.

In this case, Purchasers alleged that Developers provided a script to Brokers regarding the undeveloped lot to the south of Twelve and other nearby lots directing Brokers to tell potential buyers that “[n]o developments have been announced, and the timing is uncertain. [The sites] could be developed at any point in the future. There is not [sic] height limit on buildings which could be developed on those sites.” Purchasers allege Brokers routinely departed from the script, promising spectacular views and stating that any development south of the building would be low- to mid-rise office buildings. Purchasers further allege that Developers were negligent in the supervision of its Brokers by permitting them to depart from the script and that Developers knew or should have known that the actions of its Brokers would cause harm to purchasers at Twelve.

Purchasers’ allegations of negligent supervision and assertions that Developers knew or should have known that the agents’ actions would harm purchasers at Twelve are legal conclusions and are not based on any specifically pled facts. Nowhere in the complaint do Purchasers allege that Developers actually knew of the agents’ departure from the script or permitted it. Further, Purchasers have not alleged that Brokers displayed any tendencies to disregard the script that Developers knew or should have known about. The trial court was not required to accept Purchasers’ legal conclusions in consideration of the motion for judgment on the pleadings where there were no specifically pled facts to support the conclusions.

Therefore, the trial court correctly found that Purchasers did not sufficiently plead a cause of action against the Developers for negligent supervision, and the Court of Appeals erred when it reversed the trial court’s decision on that count.

Judgment reversed.

All the Justices concur. [*192] Weinstock & Scavo, Michael Weinstock, Ehrenclou & Grover, Wallace H. Ehrenclou, The Geheren Firm, James R. Fletcher II, for appellee. Weissman, Nowack, Curry & Wilco, Seth G. Weissman, Ned Blumenthal, amici curiae.
1

“Brokers” is defined to include Novare Realty LLC and its sales agents, whose alleged statements form the basis of Purchasers’ claims.

2

The merger clause states:

24. ENTIRE AGREEMENT. This agreement contains the entire agreement between the parties hereto. No agent, representative, salesman or officer of the parties hereto has authority to make, or has made, any statements, agreements, or representations, either oral or in writing, in connection herewith, modifying, adding to, or changing the terms and conditions hereof and neither party has relied upon any representation or warranty not set forth in this Agreement. No dealings between the parties or customs shall he permitted to contradict, vary, add to, or modify the terms hereof.
3

Two of the Purchasers, David Sarif and Shaun Weinstock, filed a lawsuit, which preceded this action, against some of the same Developers asserting similar claims (the “Weinstock action”). See Weinstock v. Novare Group, Inc., 309 Ga. App. 351 (710 SE2d 150) (2011). Following discovery, the trial court granted the Developers’ motion for summary[*188] judgment, and the Court of Appeals affirmed. Sarif and Weinstock filed a petition for certiorari with this Court, which is pending. See Weinstock, supra, petition for cert. denied, S11C1307 (Ga. Jan. 9, 2012).

The Court of Appeals in Weinstock acknowledged the decision of the Court of Appeals in this case, and determined that there was no inconsistency between the two decisions because this case was decided on the pleadings and Weinstock was decided on summary judgment based on a fully-developed factual record. See 309 Ga. App. at 355, n. 4.