The “Merger” clause: If the contract of sale contains the typical merger clause, which indicates that “all prior understandings and agreements between the parties are merged in this agreement….” this clause will bar any claim that the seller should be held liable for any representations or omissions. See, Chase Manhattan Bank, N.A. v. Edwards, 87 A.D.2d 935, 450 N.Y.S.2d 76, 78 (3d Dept.1982), aff’d 59 N.Y.2d 817, 464 N.Y.S.2d 739, 451 N.E.2d 486 (1983); Dorsey Products Corp. v. United States Rubber Co., 21 A.D.2d 866, 251 N.Y.S.2d 311, 313 (1st Dept.1964), aff’d 16 N.Y.2d 925, 264 N.Y.S.2d 917, 212 N.E.2d 435 (1965).
copyr. 2013 Richard A. Klass, Esq.
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Richard A. Klass, Esq., maintains a law firm engaged in civil litigation in Brooklyn Heights, New York.
He may be reached at (718) COURT-ST or e-ml to RichKlass@courtstreetlaw.comcreate new email with any questions.
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