Does a contractual provision that there are no promises, representations, verbal understandings or agreements except those contained in the contract insulate a principal from liability for fraudulent conduct?

California, United States of America


The following excerpt is from Ron Greenspan Volkswagen, Inc. v. Ford Motor Land Development Corp., 32 Cal.App.4th 985, 38 Cal.Rptr.2d 783 (Cal. App. 1995):

In Herzog v. Capital Co., supra, 27 Cal.2d 349, 164 P.2d 8, the court held that a contractual provision that there were no promises, representations, verbal understandings or agreements except those contained in the contract did not insulate a principal from liability for his own fraudulent conduct. (Id. at p. 353, 164 P.2d 8.) According to the court, "[a] principal under a positive duty to make a disclosure cannot escape liability for failure to do so by relying on a contract provision to the effect that there are no other representations except those contained in the written agreement." (Id. at p. 354, 164 P.2d 8.)

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