misrepresentation

2nd Circuit Affirms Dismissal of Negligence Claim Agst Consultant

We have previously discussed Ridge Seneca Plaza, LLC v. BP Prods. North America, No. 6:06-cv-06333 (W.D.N.Y. 3/28/11) where the federal district case from the western district of New York ruled that a purchaser could not bring a malpractice claim against a consultant who had been retained by a bank. . We picked this case because it […]

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Parties Battle Over Scope of Seller’s Post-Closing VCP Obligations

Carroll Co. v. Sherwin-Williams Co., 2013 U.S. Dist. LEXIS 47349 (D.Md. 4/2/13) involved a dispute over the cleanup obligations of a seller. This case illustrates the drawback of having of a seller complete a cleanup after closing. In December 2005, Carroll Company (Carroll) entered into an Asset Purchase Agreement to purchase a chemical blending and

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NY Case Illustrates Dangers of Completing Environmental Questionnaires

The decision in Revell v Guido, 956 N.Y.S.2d 343 (App. Div-3rd Dept. 2012) is another example of the limits of “as is” contracts when it comes to environmental issues. The doctrine of caveat emptor is still valid in commercial transactions but may not insulate sellers from liability when they make misstatements in environmental questionnaires or

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Bank Not Liable for Failing To Disclose Environmental Issues At Foreclosure Sale

In Rhima v JPMorgan Chase Bank, 2012 U.S. Dist.LEXIS 70492 (N.D.Tx. 5/18/02), plaintiff was the successful bidder at a foreclosure auction for a warehouse property. The advertised terms and conditions of the foreclosure sale offer indicated that bidders would be provided with environmental reports and access to the property for inspection but the sale was

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Non-Reliance Clause Bars Walk-Away Bidder From Recouping Diligence Costs

The Delaware Supreme Court ruled that a bidder that declined to proceed with a $170 million could not recover recoup $1.2 million in due diligence and negotiation costs. In RAA Management, LLC v. Savage Sports Holdings, Inc., 2012 Del. LEXIS 271 (Del. 5/18/12) , investment fund RAA Management (RAA) was invited by an investor bank

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Appeals Court Reverses Judgment For Seller Who Failed To Disclose Wetlands on Disclosure Form

We have reviewed several cases where sellers have been held liable for failing to adequately disclose environmental conditions in mandated property condition reports even where the property is sold “as is”. Another example is Wise v. Hays, 943 N.E.2d 835 (Ind. Ct. App. 2011), a state appeals court reversed a grant of summary judgment  in

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Wisconsin Appeals Ct Says Corporate Agents May Be Individually Liable for Misstatements in Property Condition Reports

In Ferris v. Location 3 Corp., 804 N.W.2d 822 (Wisc. Ct. App.  2011), the plaintiff Ferris purchased real property located from defendant Location 3 Corporation.3 Sometime after closing, Ferris discovered that the landfill adjacent to his property was also a Superfund4 site. Ferris then filed a complaint against Location 3 and certain employees of firm

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