On June 3, 2025, the First Department issued a decision in Skyview Capital, LLC v. Conduent Business Servs., LLC, 2025 NY Slip Op. 03291, holding that a fraud claim failed for lack of reasonable reliance based on due diligence, explaining:
Skyview’s fraud claim asserting that Conduent should have disclosed the Q3 reforecast, while not duplicative of the contract claims, should have been dismissed. The July 2018 management presentation, sent to Skyview from Conduent’s investment banker, said that Conduent had no duty to update it. In addition, both the initial asset purchase agreement (initial APA) and amended asset purchase agreement (APA) state Skyview had made its own evaluation of the adequacy and accuracy of all estimates, projections, and forecasts furnished to it. These disclaimers are specific enough to bar Skyview’s fraud claim.
In addition, Skyview, a sophisticated party, cannot show justifiable reliance on misrepresentations, as it failed to make use of the means of verification that were available to it. Under the initial APA, Skyview had access to Conduent’s books and records from September 28, 2018 until February 1, 2019. It could have tested the prediction of $461 million in revenue for 2018 against such books and records. Furthermore, on October 16, 2018, Conduent sent Skyview a forecast of $439.4 million for 2018, which is much lower than the $461 million forecast (and also lower than the Q3 reforecast of $446 million).
Sprint’s plans were not peculiarly within Conduent’s knowledge; Skyview could have inquired with Sprint about its repatriation plans. In fact, Conduent and Skyview met with Sprint months before Skyview signed the final APA.
(Internal quotations and citations omitted).