Molina Info. Sys. v. Unisys Corp., DeFAX Case No. D67359 (D. Del. Sept. 14, 2016) Andrews, J. (memorandum) (9 pages).
Following the purchase of a Health Information Management division from Unisys, buyer Molina Information Systems brought suit against the seller for fraud and breach of contract. Both parties moved for summary judgment based on differing interpretation of anti-reliance language in a pre-sale confidentiality agreement and its relationship to the asset purchase agreement. Defendant subsequently moved to file a surreply. The court determined that the CA by itself did not have the weight of anti-reliance statement, requiring instead a positive statement by the buyer of its understanding concerning extra-contractual documents. Given the various extra documents specified by the APA to be delivered to the buyer, the seller could have written an express anti-reliance clause into the final agreement if it had so intended, but didn't. Seller's motion for summary judgment and surreply were denied, and buyer obtained relief to include representational documents in its case for fraud.