The buyer also claimed that the seller had not given the buyer all of the information that the buyer had requested.23 The court stated that “[s]ophisticated parties to major transactions cannot avoid their disclaimers by complaining that they received less than all of the information, for they could have negotiated for fuller information or more complete warranties.”24 The buyer here knew that it had not received full information when it signed the purchase agreement and still accepted the disclaimer language in the asset purchase agreement.25 The court further stated that “[w]here there is no suggestion that unequal bargaining power coerced contractual disclaimers or other concessions, a court should not rewrite the allocations of risks, rights …show more content…
v. Pharmacia Corp., the Delaware Chancery Court held that in circumstances involving two sophisticated parties, Delaware law permits explicit contract disclaimers to bar fraud claims.28 The often cited case ABRY Partners v. F & W Acquisition re-examined this issue a few years later and provided a detailed analysis. In ABRY, the buyer sought to rescind the stock purchase agreement under which it bought a portfolio company from another entity.29 According to the court, the stock purchase agreement between the parties contained the purchaser’s promise that “it was not relying upon representations and warranties not contained within the [a]greement’s four corners and that no such extra-contractual representations had been made.”30 The court, citing Danann and DynCorp., stated that it honors “contracts that define those representations of fact that formed the reality upon which the parties premised their decision to bargain.”31 The court stated, however, that it will not give effect to “so-called merger or integration provisions that do not clearly state that the parties disclaim reliance upon extra-contractual