On March 11, 2025, the First Department issued a decision in Imperium Blue Acquisition Partners, LLC v. Marathon Asset Mgt., L.P., 2025 NY Slip Op. 01317, holding that a fraud claim should be dismissed for failure adequately to allege reasonable reliance, explaining:
Plaintiffs did not, as a matter of law, adequately allege the reasonable reliance element required to state causes of action for fraud and promissory estoppel. The relevant terms of the parties’ term sheet, including those allowing defendants to require all normal and customary due diligence items, including survey reports, directly contradicted the alleged prior oral promises defendants made that they would use best efforts to close the financing by a certain date by expediting and streamlining the due diligence process.
Nor could plaintiffs properly state their claims based on allegations of reasonable reliance on the promises or assurances defendants allegedly made after the signing of the term sheet and during the due diligence period, as those alleged promises were made during the exclusivity period when plaintiffs were not entitled to work with other lenders. Plaintiffs could not have been induced by defendants’ assurances to continue to tender a performance which was required as a part of a preexisting contractual obligation.
(Internal quotations and citations omitted).