Summary
finding that the reasonable reliance element of a fraud cause of action was not viable where a sophisticated entity had opportunities to obtain knowledge of the matters that were subject to the alleged misrepresentations
Summary of this case from Manley v. Ambase CorporationOpinion
June 9, 1998
Appeal from the Supreme Court, New York County (Herman Cahn, J.).
We agree with the motion court that plaintiffs fraud cause of action is not viable because this sophisticated entity's opportunities to obtain knowledge of the matters that are the subjects of the alleged misrepresentations preclude its claim of reasonable reliance ( see, Abrahami v. UPC Constr. Co., 224 A.D.2d 231, 234). Nor is there merit to plaintiffs breach of warranty claim. The provision in CBS Inc. v. Ziff-Davis Publ. Co. ( 75 N.Y.2d 496), upon which plaintiff relies, expressly warranted an existing specified fact, unlike the provision in the agreement herein, which generally warrants that the representations contained in the agreement and its accompanying schedules do not omit any material facts, but nowhere mentions the specific matter that is the subject of the alleged nondisclosure. Moreover, it would be inequitable to permit plaintiff to recover under such warranty in view of its knowledge of facts that would otherwise constitute a breach thereof ( see, Galli v. Metz, 973 F.2d 145, 151; Rogath v. Siebenmann, 129 F.3d 261, 264-265).
Concur — Sullivan, J. P., Rosenberger, Wallach and Andrias, JJ.