The Delaware Court of Chancery refused to dismiss a purchaser's claim for fraudulent concealment of material information in connection with a stock purchase agreement. Under the stock purchase agreement, the purchaser acquired all of the stock of two companies. The stock purchase agreement contained a provision providing for the purchaser's disclaimer of any reliance on any representations and warranties not set forth in the agreement. The purchaser based its claim on not having been made aware that (i) one of the purchased company's key customers had expressed to the seller that it intended to decrease its purchases by 50% and (ii) the seller and such key customer had agreed to a 5% price discount effective after the closing date. The court ruled that the purchaser's disclaimer was insufficient to bar a claim based on fraud.
Transdigm Inc. v. Alcoa Global Fasteners, Inc., C.A. No. 7135 - VCP (Del. Ch. Ct. May 29, 2013).