JMC NORTHEAST CORP. v. PORCELLI, 2012 NY Slip Op 07583 (2012)
Court: Supreme Court of New York
Number: innyco20121113291
Visitors: 11
Filed: Nov. 13, 2012
Latest Update: Nov. 13, 2012
Summary: Plaintiff's claims are based on allegations that defendants misrepresented the net profits as well as the expenses and revenues of a business that was the subject of the parties' Asset Purchase and Sale Agreement. The motion should have been granted because the agreement provided that plaintiff was not relying on any representations outside of the agreement "as to the past, present or prospective income or profits of" the business. The specificity of the disclaimer destroys the allegation that p
Summary: Plaintiff's claims are based on allegations that defendants misrepresented the net profits as well as the expenses and revenues of a business that was the subject of the parties' Asset Purchase and Sale Agreement. The motion should have been granted because the agreement provided that plaintiff was not relying on any representations outside of the agreement "as to the past, present or prospective income or profits of" the business. The specificity of the disclaimer destroys the allegation that pl..
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Plaintiff's claims are based on allegations that defendants misrepresented the net profits as well as the expenses and revenues of a business that was the subject of the parties' Asset Purchase and Sale Agreement. The motion should have been granted because the agreement provided that plaintiff was not relying on any representations outside of the agreement "as to the past, present or prospective income or profits of" the business. The specificity of the disclaimer destroys the allegation that plaintiff entered into the agreement in reliance on defendants' contrary representations (see Danann Realty Corp. v Harris, 5 N.Y.2d 317, 320-321 [1959]). The "exclusive knowledge" exception to the Danann rule articulated by this Court in Steinhardt Group v Citicorp (272 A.D.2d 255 [1st Dept 2000]) does not apply under the facts of this case, where plaintiff chose to enter into the transaction despite its own knowledge of the purported inaccuracy of information provided by defendants. Accordingly, the record demonstrates that plaintiff could not have justifiably relied on the list of expenses or general ledger provided by defendants (see Churchill Fin. Cayman, Ltd. v BNP Paribas, 95 A.D.3d 614 [1st Dept 2012]).
THIS CONSTITUTES THE DECISION AND ORDER OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.
Source: Leagle
