The Delaware Court of Chancery, in Pilot Air Freight, LLC v. Manna Freight Systems, Inc., et al., C.A. No. 2019-0992-JRS, memo. op. (Del. Ch. Sept. 18, 2020), found an Asset Purchase Agreement’s survival clause created a contractual limitations period applicable to representation and warranty claims, but did not bar fraud claims filed after the limitations period.
Morris James discusses the decision in Chancery Applies Contractual Shortening of Limitations Period for Breaches of Representations, Finds it Inapt to Fraud Claims and Enforces Clear Anti-Reliance Clause.