Quick Note: Can a Party Disclaim Liability in their Contract to Fraud?

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With the right disclaiming language, the fraud claim may never see the light of day.

April 11, 2022
David Adelstein - Florida Construction Legal Updates

It is possible for a party to contractually disclaim or otherwise foreclose liability to a fraud claim. However, let’s be honest. It can be done, but rarely is and would require very specific language to EXPLICITLY disclaim or foreclose such liability to a fraud claim.

A recent case, discussed here, exemplifies this point where as-is language in a purchase-and-sale agreement was NOT specific to contractually foreclose or disclaim liability to a fraud claim.

For a party to contractually waive a fraud claim, there needs to be an express waiver of liability for fraud that might have been made and that any fraudulent misrepresentation, if such fraud was committed, was disclaimed and would not destroy the validity of the parties’ contract.

Mr. Adelstein may be contacted at dma@kirwinnorris.com


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