CONNER, J.
Lower Fees, Inc. ("Lower Fees") appeals the dismissal of its third amended complaint with prejudice. The issue presented by this appeal is whether a "no-reliance" clause in a purchase contract precludes a claim of fraud in the inducement as grounds for rescinding the contract. Although Appellee, Bankrate, Inc. ("Bankrate"), contends the issue is a matter of first impression in Florida, we determine that our supreme court has already spoken on the issue and reversal is required.
Lower Fees is a corporation that provided comprehensive closing cost information to consumers and real estate and mortgage professionals, as well as a unique listing service for real estate service providers. As part of its business, Lower Fees created an internet-based system called the "Lower Fees System" and sold memberships in the system to real estate service providers. The Lower Fees System was designed using a group of four software systems and programming languages collectively called "LAMP".
Bankrate entered into an asset purchase agreement with Lower Fees to purchase the Lower Fees System and other assets.
At issue in this case is the effect of Section 7.17 of the asset purchase agreement, titled "Entire Agreement" but referred to by the parties as the "no-reliance clause," which states:
(emphasis added). Lower Fees contends the emphasized language is nothing more than a "merger and integration" clause; Bankrate contends the emphasized language is much more.
During negotiations and prior to entering into the asset purchase agreement, Lower Fees became concerned about Bankrate's experience with LAMP technology and Bankrate's ability to develop and operate the LAMP-based Lower Fees System. A conference call was arranged between Lower Fees's chief executive officer and Bankrate's chief technology officer and senior software engineers so that Lower Fees could determine whether Bankrate had the experience and expertise with LAMP technology to successfully operate and integrate the Lower Fees System. Bankrate's chief technology officer told Lower Fees's chief executive officer that Bankrate had extensive experience with LAMP-based systems and Bankrate's technology department was trained in and highly skilled in working on LAMP-based systems.
After completing the purchase, Bankrate's chief executive officer admitted to Lower Fees's former president that Bankrate did not have any personnel capable of using LAMP technology and therefore memberships in the Lower Fees System could not be sold. When Bankrate tried to merge the Lower Fees System into its own non-LAMP based platform, the Lower Fees System was destroyed.
Lower Fees filed suit against Bankrate and its chief executive officer. After amending its complaint several times, Lower Fees ultimately sought rescission of the asset purchase agreement on the grounds that Bankrate fraudulently induced
Appellate review of a trial court decision granting a motion to dismiss is de novo. Wallace v. Dean, 3 So.3d 1035, 1045 (Fla.2009).
Lower Fees argues that Section 7.17 of the asset purchase agreement does not bar its claim for rescission based on fraudulent inducement because (1) the asset purchase agreement in its entirety was procured by fraud; (2) the claimed misrepresentations do not concern the subject matter of the agreement; (3) the claimed misrepresentations are not expressly contradicted by the agreement; and (4) the "no-reliance clause" does not specifically bar fraud claims. Most of the Florida case law upon which Lower Fees relies in support of its arguments deals with what are commonly referred to as "merger and integration" clauses. However, in support of its last argument, Lower Fees relies on a supreme court case we find controlling. Although Bankrate contends the contract provision at issue is a "no-reliance" clause and there are no Florida cases addressing a "no-reliance" clause, our supreme court has declared one can avoid a fraudulent inducement claim only by contract language which specifically and explicitly negates the right to bring such a claim.
As early as 1941, our supreme court held in Oceanic Villas, Inc. v. Godson, 148 Fla. 454, 4 So.2d 689 (1941), that a fraudulent inducement claim cannot be defeated by a contractual agreement unless the contract specifically states a fraud claim is not sufficient to negate the contract. In Oceanic Villas, a lessee sought rescission of a 99-year lease on grounds the lessor induced the lessee to execute the lease by misrepresenting the gross earnings of the property. The lease contained a provision stating "no verbal agreements, stipulations, representations, exceptions or conditions whatsoever have been made or entered into in regard to the above described property which will in any way vary, contradict or impair the validity of this lease, or of any of the terms and conditions herein contained." Id. at 690. The court held that the clause did not bar the fraudulent inducement claim because
Id. Further, the court stated that interpreting the clause to hold that the lessee is bound by the fraud of the lessor "would be against the fundamental principles of law, equity, good morals, public policy and fair dealing." The court went on to say:
Id. (citations omitted). The court also interpreted the clause to be a "stipulation"
Bankrate cites numerous authorities from other jurisdictions in an attempt to persuade us there is a distinction between a "merger and integration" clause and a "no-reliance" clause, and we should follow the precedents of other jurisdictions that a "no-reliance" clause precludes rescission based on fraud in the inducement. However, we conclude our supreme court has spoken clearly that no contract provision can preclude rescission on the basis of fraud in the inducement unless the contract provision explicitly states that fraud is not a ground for rescission.
The facts of this case rather strongly suggest that there is some logic to the argument that allowing Lower Fees to proceed with its suit condones a fraud. When one-third of a lengthy written contract is a listing of over two hundred representations the parties relied upon in entering the contract and there is an explicit provision that "No representation, inducement, promise, understanding, condition, or warranty
It may also appear troublesome that if Lower Fees felt it so important for Bankrate to be knowledgeable and skilled in LAMP technology, a representation that Bankrate had such knowledge and skill could have easily been added to the list of over two hundred representations relied upon by the parties. Moreover, the asset purchase agreement could have easily specified that Bankrate had made no representations that it had expertise with LAMP-based systems or that Bankrate had made no guarantees that it would successfully integrate and operate the Lower Fees System. Such specific statements would have placed Lower Fees on notice whether it could or could not rely on the Bankrate chief technology officer's assurances to Lower Fees that Bankrate's technology staff could handle the operation of the Lower Fees System. A generic disclaimer is not sufficient to do that. It has been the law of this state for some time that a claim of fraud in the inducement will not be defeated by contract clauses. If Bankrate wanted to contractually avoid a fraud claim, it should have specifically stated that in the contract it signed.
For the reasons stated, we reverse and remand the case for further proceedings.
MAY, C.J., and TUTER, JACK B., JR., Associate Judge, concur.