Private Law Theory

ABSTRACT
This article deals with extra-contractual fraud under Delaware law. The paper first develops a principled interpretation of the Abry Partners decision, proposing that such interpretation is to be preferred to the standard interpretation of Abry Partners. Secondly, the paper discusses how Delaware has taken a formalistic approach when examining non-reliance clauses and proposes how such formalistic turn is inconsistent with interpretation principles under Delaware law. The paper then links the principled interpretation of Abry Partners with the formalistic turn, discussing how adopting the principled interpretation could affect outcomes under Delaware law.

Rodriguez Carrau, Guzman, So Delaware, Shouldn’t We Believe in Magic After All? Non-Reliance Clauses, Movie Scripts and the Sound of Silence (June 21, 2024), Working Paper for discussion at the National Business Scholars Conference in UC Davis (June 2024).