The Delaware Court of Chancery, in Swipe Acquisition Corp. v. Peter M. Krauss, et al., C.A. No. 2019-0509-PAF, memo. op. (Del. Ch. Aug. 25, 2020), rules that plaintiff business buyer’s fraud claim against the sellers is not improperly “bootstrapped” and duplicative of their contract claim, because plaintiff alleged knowing contractual misrepresentations and different damages, and not barred by the Purchase Agreement’s anti-reliance provision because it alleges contractual misrepresentations.
NEW: McCarter & English discusses the decision in The Delaware Court of Chancery Finds That Fraud May Serve as an Alternate Source of Recovery for Aggrieved Purchasers.
Francis Pileggi discusses the decision in Must-Read Chancery Decision for Buyers of Businesses Whose Value Depends on Retaining Customer Relationships.