On October 2, 2025, Justice Platkin of the Albany County Commercial Division issued a decision in Peckham Asphalt Resale Corp. v. Gorman, 2025 NY Slip Op. 52063(U), holding that a fraudulent inducement claim was barred by a merger clause, explaining:
Although the general rule is that a merger clause will not preclude parol evidence regarding fraud in the inducement absent a particularized disclaimer, that specificity requirement may be relaxed (or even altogether disregarded) where, as here, the clause and its surrounding contract were the product of arm’s-length negotiations between sophisticated parties. Such an approach is warranted here, where the parties negotiated an intricate 61-page APA with hundreds of pages of detailed schedules and exhibits for a complex transaction involving tens of millions of dollars.
(Internal quotations and citations omitted).