Looking to Delaware law and the anti-reliance and integration provisions of a merger agreement, Bernstein-Burkley partners Kerri Sturm and Stuart Gaul persuaded the U.S. District Court for the Western District of Pennsylvania to dismiss claims against our clients, who were minority shareholders in the non-surviving merger partner. The purchaser tried to assert that our clients were liable for fraud and fraud in the inducement because of representations and warranties that the company had made in the agreement. The court agreed with us that the express language of the agreement meant that the warranties weren’t from the shareholders and that the claimant couldn’t assert that it had relied on any statements outside the agreement. It also agreed that the outcome would have been the same under either Pennsylvania or Delaware law. The decision is reported in Milhollan v. Live Ventures Inc., 2024 U.S. Dist. LEXIS 65772, 2024 WL 1556923 (Apr. 10, 2024).
ABOUT BERNSTEIN-BURKLEY, P.C.
Bernstein-Burkley recognizes the significant impact litigation can have on our clients’ ability to carry out their business and/or personal objectives. While our litigators are trial-ready, we also frequently resolve commercial litigation in lieu of trial. When we settle cases instead of going to trial, we resolve those matters on the most advantageous terms possible for our clients.
###
For more information, visit www.bernsteinlaw.com or contact:
Stuart C. Gaul, Jr.
Partner, Bernstein-Burkley
sgaul@bernsteinlaw.com or 412-456-8100