News & Analysis as of

Fraud Breach of Contract Motion to Dismiss

Fraud is the making of false representations or engaging in deceptive behavior in order to unlawfully secure financial or personal gain. 
Morris James LLP

Chancery Breaks With Two Earlier Decisions, Finds That an Integration Clause Does Not Bar Fraud Claims Based on Expressions of...

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Trifecta Multimedia Holdings Inc. v. WCG Clinical Services, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024) - Sophisticated parties frequently include “anti-reliance” clauses in their transaction agreements, whereby one...more

Morris James LLP

Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation...

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Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more

Lathrop GPM

Licensor’s Fraud and Lanham Act Claims Survive Motion to Dismiss in Pennsylvania Federal Court

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A federal court in Pennsylvania granted in part and denied in part a licensee’s motion to dismiss the licensor’s breach of contract, fraud, and Lanham Acts claims. Westbrook Monster Mix Co. v. Easy Gardener Prods., Inc., 2024...more

Freiberger Haber LLP

Group Pleading, Failure to Plead Fraud with Particularity and Duplication: A Dismissal Trifecta

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As we have often explained in the articles in which we have examined fraud claims, to withstand a motion to dismiss, the plaintiff must plead fraud with particularity as required under CPLR § 3106(b), cannot lump all the...more

Foley & Lardner LLP

Federal District Court Offers Broad Ruling on a Franchisor and Individual Officer’s Motion to Dismiss

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A franchisee, Functional HIIT Fitness, has filed suit in U.S. District Court in the Eastern District of Michigan against a franchisor, F45 Training Incorporated, and five of its officers: Adam Gilchrist, Robert Deutsch, Marc...more

Farrell Fritz, P.C.

All You Need Is Love… And An Articulable Nexus Of Fraud

Farrell Fritz, P.C. on

What can you do when the parties you are suing are effectively judgment-proof? Oftentimes, plaintiffs will try to go after a defendant’s family member or related entity. ...more

McGuireWoods LLP

Delaware Court Holds Parties Cannot Negotiate Away Fraudulent Inducement Claims

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In an Aug. 12, 2021, opinion, the Delaware Chancery Court examined two seller-friendly purchase agreement provisions and held that public policy and Delaware law prevented the seller from invoking the provisions to block...more

Goodwin

Massachusetts Superior Court BLS Finds No Duty To Disclose Alleged Preliminary Merger Discussions

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Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more

Morris James LLP

Superior Court Applies Affiliate Privilege Doctrine To Dismiss Tortious Interference Claim Against Controller, While Sustaining...

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Surf’s Up Legacy Partners, LLC v. Virgin Fest, LLC, C.A. No. N19C-11-092 PRW CCLD (Del. Super. Jan. 13, 2021) - In adjudicating a dispute over a scuttled deal in the music festival industry, the Delaware Superior Court...more

Morris James LLP

Chancery Dismisses Fraud, Misrepresentation and Mistake Claims Based on Anti-Reliance Provisions

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Midcap Funding X Trust v. Graebel Companies, Inc., C.A. No. 2018-0312-MTZ (Del. Ch. Apr. 30, 2020) - The Court of Chancery found on a motion to dismiss that the plaintiffs’ allegations regarding misrepresentations in...more

Seyfarth Shaw LLP

Another Court Takes A Bite Out Of Forum Shopping: Plaintiffs Must Bring Nationwide Class Claims Where Defendants Are Incorporated...

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Seyfarth Synopsis: In the wake of the U.S. Supreme Court’s decision in Bristol-Myers Squibb Co. v. Superior Court of California, 137 S. Ct. 1773, 1780 (2017), numerous district courts across the country have ruled that they...more

Mitchell, Williams, Selig, Gates & Woodyard,...

Renewable Energy Production: U.S. District Court Addresses Dispute Involving Development Agreement

A United States District Court (Rhode Island) (“Court”) addressed in a November 6th Order a procedural motion associated with a dispute regarding parties who had entered into a series of agreements to develop renewable energy...more

Troutman Pepper

Ohio Federal Court Declines to Dismiss Action Against the Officer of a General Contractor Who Allegedly Submitted False...

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Decker Constr. Co. v. Wesex Corp., No. 2:18-cv-727, 2019 BL 232653 (S.D. Ohio June 24, 2019) - In Decker Construction Co. v. Wesex Corporation, the United States District Court for the Southern District of Ohio declined to...more

Morris James LLP

Delaware Superior Court Finds Purchase Agreement Language Limits the Scope of Possible Claims Concerning Earn-Out Dispute

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Collab9, LLC v. En Pointe Technologies Sales, LLC, C.A. No. N16C-12-032 (MMJ) (CCLD) (Del. Super. Sept. 17, 2019). Under an asset purchase agreement (“APA”), the purchaser (“PCM”) acquired substantially all of the assets...more

Troutman Pepper

North Carolina Federal District Court Dismisses Tort Claims Based on Same Duty and Breach Alleged in Plaintiff’s Contract Claims

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Precision Hydraulic Cylinders, Inc. v. Manufacturing. Technology, Inc., No. 7:18-CV-203-FL, 2019 BL 344743, 2019 U.S. Dist. LEXIS 156670 (E.D.N.C. Sept. 13, 2019) - Precision Hydraulic Cylinders, Inc. (“Precision”) issued...more

Morris James LLP

Superior Court CCLD Addresses Pleading Standards for Trade Secret, Fraud and Implied Covenant Claims

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Brightstar Corp. v. PCS Wireless, LLC, C.A. No. N18C-10-250 PRW CCLD (Del. Super. Ct. Aug. 7, 2019). Brightstar and PCS, two competitors that distribute new and pre-owned mobile devices, entered into a buy/sell agreement...more

Morris James LLP

Delaware Superior Court Explains When Fraud Claims May Survive An Integration Clause

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Flowshare, LLC v. Georesults Inc., C.A. N17C-07-227 EMD CCLD (July 25, 2018) - This decision explains when a fraud claim survives a motion to dismiss that is based on the argument that an integration clause in a contract...more

Morris James LLP

Court Of Chancery Explains Jurisdiction For Veil-Piercing

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This is an interesting decision for its discussion on what must be pled to obtain Chancery jurisdiction in a claim seeking to pierce the corporate veil. It is not enough to just allege the entity was used to defraud. Rather,...more

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