Co-author Trevor Lawhorn
A lot, if the claim before the court is for fraudulent inducement. Points to remember:
- Oral promises that contradict contract terms are pretty much worthless. In reviewing a fraudulent inducement claim, a court will assume the “victim” knows facts that would have been discovered by a reasonably prudent person similarly situated.
- Which means ask questions. A negotiating party is rarely obliged to volunteer information.
- If you want understandings to be binding, put them in the contract. A court will tell the plaintiff that he “… should have insisted on these [exclusivity] terms in the parties’ contract rather than agreeing in writing to the opposite.”
- Merger clauses are there for a reason.
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