Chancery Court Holds That Anti-Reliance Clause Precludes Fraud Claim

In ChyronHego Corporation v. Wight (July 31, 2018), the Delaware Court of Chancery held that an anti-reliance provision 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.” In the case, which involved ChyronHego’s acquisition of another company, ChyronHego argued that the sellers misrepresented the value of their company. The sellers moved to dismiss, citing the purchase agreement’s clause that claimed no representations were made outside of the parties’ contract. The court granted the sellers’ motion and explained that, read in conjunction with the agreement’s integration clause, the clause in the purchase agreement satisfied the clear language standard and amounted to an “explicit anti-reliance clause.”