Recent Delaware cases, including Pearce v. NeueHealth (2024) and Trifecta Multimedia Holdings v. WCG Clinical Services (2024), make clear that parties in M&A deals remain exposed to fraud claims when anti-reliance clauses are missing or poorly drafted. In Pearce, the court refused to dismiss fraud claims based on projections shared during negotiations because the merger agreement did not contain a comprehensive anti-reliance clause binding the buyer. The decision underscores Delaware’s firm stance: fraud claims cannot be eliminated through implication or boilerplate language – only precise, buyer-authored disclaimers of reliance will do.
Delaware’s framework for anti-reliance clauses originates with Abry Partners V, L.P. v. F&W Acquisition LLC (2006). There, then-Vice Chancellor Strine distinguished between two types of fraud: intra-contractual fraud, which involves misrepresentations in the agreement itself and cannot be disclaimed, and extra-contractual fraud, which involves statements made outside the agreement and can be disclaimed if the contract clearly states the buyer relied only on the written representations. Since Abry, Delaware courts have consistently applied this principle. For example, in FdG Logistics v. A&R Logistics (2016), the Chancery Court stressed that effective disclaimers must come from the aggrieved party; a seller’s statement about what it is or is not warranting does not substitute for a buyer’s own disclaimer of reliance. Similarly, in Prairie Capital III v. Double E Holding Corp. (2015), the court explained that while “magic words” are unnecessary, the clause must be explicit and comprehensive, extending to oral statements, data room materials, management presentations, and financial forecasts.
Related Lawyers
Related Articles
Related Capabilities
© 2026 Jenner & Block LLP. Attorney Advertising. Jenner & Block LLP is an Illinois Limited Liability Partnership including professional corporations. This publication, presentation, or event is not intended to provide legal advice but to provide information on legal matters and/or firm news of interest to our clients and colleagues. Readers or attendees should seek specific legal advice before taking any action with respect to matters mentioned in this publication or at this event. The attorney responsible for this communication is Brent E. Kidwell, Jenner & Block LLP, 353 N. Clark Street, Chicago, IL 60654-3456. Prior results do not guarantee a similar outcome. Jenner & Block London LLP, an affiliate of Jenner & Block LLP, is a limited liability partnership established under the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with SRA number 615729. Information regarding the data we collect and the rights you have over your data can be found in our Privacy Notice. For further inquiries, please contact dataprotection@jenner.com.