Express Terms of Contract Render any Reliance on Alleged Contrary Representations Unreasonable

The intersection between a contract and claims of fraud relating to that contractual relationship is a subject of extensive litigation. See Courts Continue to Traverse the Intersection Between Fraud and Breach of Contract Claims. Courts routinely reject attempts to convert the breach of contractual promises into claims of fraud. For example, simply alleging that a contractual promise was not honored or that the contracting party did not intend to abide by the contract does not amount to fraud. Courts often dismiss attempted fraud claims by finding that they are “duplicative” of the contract claim, allege the same damages, allege a mere breach of a contractual promise to do something in the future, and/or fail to allege a misrepresentation of present facts.

As illustrated by the recent decision of the Appellate Division, First Department in AL Infinity LLC v Innovative Concepts & Design, LLC, 2024 NY Slip Op 05475 (1^st Dep’t Decided Nov. 7, 2024), language contained in a contract can also directly refute a fraud claim where the contract itself contradicts the representations that the plaintiff claims to have relied upon and upon which it claims to have been duped.

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