Freedom to Mislead

22 Pages Posted: 28 Jul 2016 Last revised: 8 Oct 2016

Hao Jiang

Tulane Law School; Max Planck Institute for Comparative and International Private Law

Date Written: July 28, 2016


In the past 15 years, Delaware courts seem to have created a rule that allowed sophisticated parties to contract around fraud by using an unambiguous disclaimer and integration clause. Supposedly, an extra-contractual fraud claim would be dismissed had there been an unambiguous disclaimer. However, a survey of Delaware cases tells a different story. They have not held that even sophisticated parties who have relied on fraudulent misrepresentations are bound by contract with a clear disclaimer and integration clause. In the cases in which the courts have supposedly done so, either the party seeking to uphold the contract did not make any fraudulent misrepresentations or the other party did not rely on them or the case could as easily have been decided on other grounds.

Keywords: Integration Clause, Justifiable Reliance, Freedom of Contract

Suggested Citation

Jiang, Hao, Freedom to Mislead (July 28, 2016). New York University Journal of Law and Business, Forthcoming. Available at SSRN: or

Hao Jiang (Contact Author)

Tulane Law School ( email )

6329 Freret St.
New Orleans, LA Louisiana 70118
United States

Max Planck Institute for Comparative and International Private Law ( email )

Mittelweg 187
Hamburg, D-20148

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