M&A WATCH: CONTRACTUAL FRAUD: ‘TOO MUCH DYNAMITE’ CAN BLOW ENFORCEABILITY

On August 12, 2021, Vice Chancellor Slights of the Delaware Court of Chancery, in Online HealthNow, Inc. and Bertelsmann, Inc. v. CIP OCL Investments, LLC, et al (Del. Ch. August 12, 2021), denied defendants’ (seller’s) motion to dismiss a buyer’s post-closing fraud claims arising from representations and warranties in a purchase agreement that allegedly were known to be false when made, noting that a seller may not use a limitation of liability clause in a contract obtained by fraudulent inducement to bar a buyer’s fraudulent contract claim.

Read the full memo, “Contractual Fraud: ‘Too Much Dynamite’ Can Blow Enforceability.”