Helpful reminders about the requirements for limiting the ability to make claims based on extra-contractual statements are featured in the pithy letter ruling from the Court of Chancery in Park7 Student Housing LLC, v. PR III/Park7 SH Holdings, LLC, C.A. No. 2025-0167-MTZ (Del. Ch. June 20, 2025). The Court reiterates the well-established rules of the road that, when followed, prohibit claims based on statements outside the contract, or an asserted understanding, contrary to the terms of a contract—due to an integration clause.

More importantly, in the context of perennial post-closing disputes for the sale of a business, the Court explains that in order to bar a fraudulent inducement claim that relies on extra-contractual statements (as compared to an alleged promise of future conduct covered by the parol evidence rule), the written agreement must contain an explicit anti-reliance clause in addition to the integration clause.

The Court describes this common fact pattern that Delaware courts frequently encounter to deal with the situation where a fraudulent inducement claim presents the following conundrum:

“Where the plaintiff alleges the defendant lied in contract negotiations, but the contract says the plaintiff did no rely on the defendant’s extra-contractual statements, Delaware law recognizes that tension between excusing the defendant’s pre-contract lie, and excusing the plaintiff’s lie that it was not relying on any extra contractual statements.”

But, notably:

“Delaware law has resolved this tension by requiring specific and unambiguous anti-reliance language to preclude a fraudulent inducement claim based on the defendant’s pre-contract statements, as the plaintiff cannot plead justifiable reliance on extra-contractual statements when it promised not to rely on them. An integration provision without anti-reliance language does not do the same.”

Slip op. at 4.

The Court continues to explain the difference between a traditional integration clause which addresses the claim that there was a pre-contract understanding based on extra-contractual statements that conflict with the terms of the integration clause—and claims that this misrepresentation was made outside the four corners of the agreement. See Slip op. at 6-7.