Law Commons^™

A Matter Of Trust: Should No-Reliance Clauses Bar Claims For Fraudulent Inducement Of Contract?, Henry Allen Blair

Faculty Scholarship

In this Article, Professor Allen Blair examines the enforceability of no-reliance clauses--contractual disclaimers designed to prevent parties from relying on extra-contractual representations to prove fraudulent inducement claims. Many courts are skeptical of such disclaimers and either refuse to enforce them or will enforce them only subject to substantial restrictions. These courts base their decisions on generic moral prohibitions against lying. This Article argues, however, that these courts reach their conclusion too easily. They presume that no-reliance clauses can serve no legitimate contract function and thus never provide value to parties. But, in at least some cases between sophisticated parties, no-reliance …