LaFazia v. Howe
Supreme Court of
575 A.2d 182.
Facts: The plaintiffs agreed to sell a deli to the
defendants. The defendants checked out
the records of the place and thought it didn’t seem like a viable
business. However, the plaintiffs
assured them that it was profitable because the plaintiffs themselves were
well-off. The parties signed the deal
for the purchase and sale of the business, which included merger and disclaimer
clauses. The defendants paid $60,000 and
signed a $30,000 promissory note. The
business did poorly and the Howes couldn’t pay part of the balance of the
promissory note. The plaintiffs sued for
breach of that note. The defendants
counterclaimed on a fraud theory, saying they were induced by the plaintiffs’
misrepresentations into making the deal for the deli. The plaintiffs pointed to the disclaimer and
merger clauses and moved for summary judgment.
Issue: Were the plaintiffs appropriately entitled to summary
judgment?
Rule:
Analysis:
Conclusion: The order for summary judgment is affirmed.