Prof. Larry Ribstein has a thoughtful post on a recent Chancery decision discussing the enforceability of a contract that allows misrepresentations. Abry Partners V, L.P. v. F & W Acquisition LLC, 2006 WL 358236 (Del. Ch. 2/14/06), download file. Here is the link to Larry’s post:
Ideoblog: Should a court enforce a contract that permits lying?
The above opinion has a good analysis of integration clauses and how they interface with claims of fraud, as well as the need for a clear anti-reliance clause (see page 46 and cite to Kronenberg, 872 A.2d. 568 (Del. Ch. 2004)). Also included are helpful discussions on the comparison of fraud as a tort as opposed to fraud as a contract defense. (See footnote 26). Footnote 46 has a discussion of basis for a claim of fraudulent inducement. Also referred to is 6 Del. C. Section 2708 which allows parties to choose Delaware as the governing law in a contract.