Hao Jiang (Tulane Law School) has posted Freedom to Mislead on SSRN. Here is the abstract:
In the past 15 years, Delaware courts seem to have created a rule that allowed sophisticated parties to contract around fraud by using an unambiguous disclaimer and integration clause. Supposedly, an extra-contractual fraud claim would be dismissed had there been an unambiguous disclaimer. However, a survey of Delaware cases tells a different story. When dismissing the fraud claims, courts has either found that there was no justifiable reliance to establish a fraud claim or they were convinced that there was no fraud. The cases would have been decided the same without the disclaimer.
