" Egan v. Hudson Nut Products, Inc., 142 Conn. 344, 347, 114 A.2d 213. Such a duty is imposed on a party insofar as he voluntarily makes disclosure. A. party who assumes to speak "must make a full and fair disclosure as to the matters about which he assumes to speak." Franchey v. Hannes, 152 Conn. 372, 379, 207 A.2d 268. Opalacz undertook to explain to the plaintiff the difference in value between cash payment and the right to tie into the sewer.

THIM, J. This appeal arises from a new trial following our decision in Franchey v. Hannes, 152 Conn. 372, 207 A.2d 268. In that case, the facts of which furnish the background of the present case, we sustained the court's conclusion that the defendants' fraudulent nondisclosure in January, 1959, induced the plaintiffs to buy the defendants' property.

The court goes on immediately thereafter to say: "In an action based on fraudulent nondisclosure, the plaintiff must prove not only the nondisclosure but his (her) reliance on it. See Franchey v. Hannes, 152 Conn. 372, 379 . . ." Id. But the latter case, in fact, indicates that the Greenman observation is perhaps too limited a statement of our law in nondisclosure fraud cases; Franchey at one point says that although the general rule is that "silence is not actionable in a transaction in which the parties deal at arm's length, this rule is not operative if "the circumstances or the existence of a confidential relationship gives rise to a duty to speak."

Accordingly, “mere silence is not actionable in a transaction in which the parties deal at arm's length unless the circumstances or the existence of a confidential relationship gives rise to a duty to speak.” Franchey v. Hannes, 152 Conn. 372, 378, 207 A.2d 268 (1965). Plaintiffs acknowledge that their claims against Priceline rise or fall with the presence or absence of such a duty.

See Restatement (Second) of Contracts §§ 168(2)(a), 170 comment b. Of course, even if the facts explicitly and implicitly represented are literally true, there may still be a misrepresentation if the statement is a half-truth because it omits reference to material unfavorable matter. See id. § 159 comment b; Duksa v. City of Middletown, 376 A.2d at 1101; Franchey v. Hannes, 152 Conn. 372, 379, 207 A.2d 268, 271 (1965); Wedig v. Brinster, 1 Conn. App. 123, 469 A.2d 783, 788 (1983), cert. denied, 192 Conn. 803, 472 A.2d 1284 (1984). The evidence at trial was sufficient to show that the TG representations as to its control over TGA operations were intended as and taken as assertions of fact.

The Connecticut Supreme Court has long held that a vendor that assumes to speak has a duty to make a full and fair disclosure and to avoid a deliberate nondisclosure. See, e.g. , Franchey v. Hannes , 152 Conn. 372, 207 A.2d 268, 271 (1965) ; see alsoHubbard-Hall , 98 F. Supp. 3d at 488 n.8 (for purposes of fraudulent concealment exception in Conn. Gen. Stat. § 52-577a(d), a duty to speak may arise from a seller's partial or incomplete statements relating to the concealed information). Thus, the Melnicks have sufficiently alleged a duty of disclosure.

Thus, there is a genuine issue as to whether the letter disclosed matters as fully as it should have. See Franchey v. Hannes, 152 Conn. 372, 379, 207 A.2d 268, 271 (1965) (A party "must make a full and fair disclosure as to the matters about which he assumes to speak."); see also RESTATEMENT (SECOND) OF TORTS § 551 cmt. g (1977) ("A statement that is partial or incomplete may be a misrepresentation because it is misleading, when it purports to tell the whole truth and does not."); see also Anderson, 477 U.S. at 248, 106 S.Ct. at 2510 (A factual issue is "genuine" if "the evidence is such that a reasonable jury could return a verdict for the nonmoving party."). 3. Statements about Future Battery Business

He must then avoid a deliberate nondisclosure.’ " Harper, et al., supra p.11, § 7.14, at 472 (quoting Franchey v. Hannes , 207 A.2d 268, 271 (Conn. 1965) ). 3.

We also note that, at common law, fraudulent misrepresentation and intentional misrepresentation are the same tort. See, e.g., Williams Ford, Inc. v. Hartford Courant Co., supra, 232 Conn. 561 (explaining that plaintiff had alleged "intentional misrepresentation or fraud"); DeLuca v. C. W. Blakeslee Sons, Inc., 174 Conn. 535, 546, 391 A.2d 170 (1978) (using term "intentional misrepresentation" to characterize fraud claim). Indeed, we long have held that contributory negligence is not a defense to a claim of fraudulent misrepresentation. See, e.g., Franchey v. Hannes, 152 Conn. 372, 380, 207 A.2d 268 (1965); Clark v. Haggard, supra, 141 Conn. 673; Loverin v. Kuhne, 94 Conn. 219, 224-25, 108 A. 554 (1919); Sherwood v. Salmon, 5 Day (Conn.) 439, 448-49 (1813); see also Wallenta v. Moscowitz, 81 Conn. App. 213, 223, 839 A.2d 641 (2004) ("The defendants' argument raises the issue of whether the law should choose either to allow the person who fraudulently misrepresented a basic fact to use the armament of caveat emptor to escape liability, or not to require the person to whom the misrepresentation was made to conduct an independent investigation as to the truth of an ascertainable fact.

I disagree. Common law fraud supplies a remedy when a person makes false statements, but, absent a request or an occasion or a circumstance that imposes a duty to speak, ordinarily there is no remedy for fraud by failing to make material true statements. See Duksa v. Middletown, 173 Conn. 124, 127, 376 A.2d 1099 (1977); Franchey v. Hannes, 152 Conn. 372, 378, 207 A.2d 268 (1965); Egan v. Hudson Nut Products, Inc., 142 Conn. 344, 347, 114 A.2d 213 (1955); Ceferatti v. Boisvert, 137 Conn. 280, 283, 77 A.2d 82 (1950). Section 36-498(c) provides for secondary liability, but not for general aider and abettor liability.