clear anti-reliance clause in Delaware

2026No. 2025-0174-DH March 31, 2026 Page 24 of 41 to a clear anti-reliance clause by which the plaintiff has contractually promised that it did not rely upon statements outside the contract’s four corners in deciding to sign the contract.” Id.

2024Dec. 30, 2010)). 40 Although Delaware “honor[s] clauses in which contracted parties have disclaimed reliance on extra-contractual representations,”183 the contract “must contain language that, when read together, can be said to add up to a clear anti-reliance clause by which the plaintiff has contractually promised that it did not rely upon statements outside the contract’s four corners in deciding to sign the contract.”184 “[M]urky integration clauses, or standard integration clauses without explicit anti-reliance representations, will not relieve a party of its oral and extra-contractual fra

2024Dec. 30, 2010)). 40 Although Delaware “honor[s] clauses in which contracted parties have disclaimed reliance on extra-contractual representations,”183 the contract “must contain language that, when read together, can be said to add up to a clear anti-reliance clause by which the plaintiff has contractually promised that it did not rely upon statements outside the contract’s four corners in deciding to sign the contract.”184 “[M]urky integration clauses, or standard integration clauses without explicit anti-reliance representations, will not relieve a party of its oral and extra-contractual fra

2024Dec. 30, 2010)). 40 Although Delaware “honor[s] clauses in which contracted parties have disclaimed reliance on extra-contractual representations,”183 the contract “must contain language that, when read together, can be said to add up to a clear anti-reliance clause by which the plaintiff has contractually promised that it did not rely upon statements outside the contract’s four corners in deciding to sign the contract.”184 “[M]urky integration clauses, or standard integration clauses without explicit anti-reliance representations, will not relieve a party of its oral and extra-contractual fra

2025The presence of a standard integration clause alone, which does not contain explicit anti-reliance representations and which is not accompanied by other contractual provisions demonstrating with clarity that the plaintiff had agreed that it was not relying on facts outside the contract, will not suffice to bar fraud claims.”); ABRY P’rs, 891 A.2d at 1059 (“[M]urky integration clauses, or standard integration clauses without explicit anti-reliance representations, will not relieve a party of its oral and extra-contractual fraudulent representations.”); Airborne Health, Inc. v. Squid Soap (Squid

2024The presence of a standard integration clause alone, which does not contain explicit anti- reliance representations and which is not accompanied by other contractual provisions demonstrating with clarity that the plaintiff had agreed that it was not relying on facts outside the contract, will not suffice to bar fraud claims.”); Abry P’rs, 891 A.2d at 1059 (“[M]urky integration clauses, or standard integration clauses without explicit anti-reliance representations, will not relieve a party of its oral and extra-contractual fraudulent representations.”); Airborne Health, Inc. v. Squid Soap (Squi

2023III, 132 A.3d at 51 )); see also Kronenberg, 872 A.2d at 593 (“Stated summarily, for a contract to bar a fraud in the inducement claim, the contract must contain language that, when read together, can be said to add up to a clear anti-reliance clause by which the plaintiff has contractually promised that it did not rely upon statements outside the contract’s four corners in deciding to sign the contract.

2022“To be effective, a contract ‘must contain language that, when read together, can be said to add up to a clear anti-reliance clause by which the plaintiff has contractually promised that it did not rely upon statements outside the contract’s four corners in deciding to sign the contract.’” Prairie, 132 A.3d at 51 (quoting Kronenberg v. Katz, 872 A.2d 568, 593 (Del.

2021Ch. 2006). 21 one who is seeking to rely on extra-contractual statements—disclaiming such reliance.”100 Prior decisions of this court have found that a standard integration clause, without anti-reliance language, cannot disclaim reliance on representations outside of the written contract.101 In Abry Partners V, L.P. v. F & W Acquisition LLC, then- Vice Chancellor Strine explained that an agreement “must contain ‘language that . . . can be said to add up to a clear anti-reliance clause by which the plaintiff has contractually promised that it did not rely upon statements outside the contract’s

2021Put differently, by this arrangement, parties eliminate “extra- contractual” fraud claims while preserving “intra-contractual” fraud claims.117 Delaware law permits sophisticated counterparties to disclaim reliance on extra-contractual statements, i.e., representations that are not memorialized in a fully-integrated agreement, even if those representations induced the agreement’s acceptance.118 But to eliminate extra-contractual fraud remedies, “the [parties’] intent to preclude reliance on extra-contractual statements must emerge clearly and unambiguously from the contract.”119 If the contrac

2020Delaware courts routinely enforce these anti- reliance provisions as long as the contractual language, when read as a whole, “can be said to add up to a clear anti-reliance clause by which the plaintiff has '8 Libeau v. Fox, 880 A.2d 1049, 1056-57 (Del.

2018Ch. 2015). 11 said.”52 However, “murky integration clauses, or standard integration clauses without explicit anti-reliance representations, will not relieve a party of its oral and extra-contractual fraudulent representations.”53 As with any contractual analysis, the contract must be read as a whole.54 For anti-reliance language to be enforceable, however, “the contract must contain language that, when read together, can be said to add up to a clear anti-reliance clause by which the plaintiff has contractually promised that it did not rely upon statements outside the contract’s four corners in

2016See Emerald Partners v. Berlin, 726 A.2d 1215, 1224 (Del. 1999) (“Issues not briefed are deemed waived.”). 31 891 A.2d at 1041 . 17 this case a closer call than Abry, the combined effect of the Buyer’s Acknowledgement Clause and the integration clause in Section 10.6 of the Agreement nonetheless add up in my opinion to a clear anti-reliance clause to bar fraud claims based on extra-contractual statements made during due diligence.

2004See, e.g., LaCourse v. Kiesel, 366 Pa. 385 , 77 A.2d 877, 881 (1951) (integration clause does not invoke parol evidence rule to bar fraudulent inducement claim based on extra-contractual statements because those statements did not "contract, vary or add to the terms of the agreement”).

2004See, e.g., LaCourse v. Kiesel, 366 Pa. 385 , 77 A.2d 877, 881 (1951) (integration clause does not invoke parol evidence rule to bar fraudulent inducement claim based on extra-contractual statements because those statements did not "contract, vary or add to the terms of the agreement”).