On July 24, 2025, Justice Chan of the New York County Commercial Division issued a decision in SensorTower, Inc. v. Similarweb Ltd., 2025 NY Slip Op. 32998(U), holding that a specific disclaimer barred a counterclaim for fraudulent inducement, explaining:
In moving to dismiss the fraudulent inducement counterclaim, SensorTower contends that, among other things, this claim fails because Similarweb agreed to the completely contradictory representations and disclaimers included in the DLA that expressly disclaimed the misrepresentations upon which Similarweb now sues. Similarweb responds that the DLA’s disclaimers were not sufficiently specific to preclude its fraud claim.
It is well settled that, to state a claim for fraudulent inducement, a plaintiff must allege (1) a misrepresentation or an omission of material fact which was false and known to be false by the defendant, (2) the misrepresentation was made for the purpose of inducing the plaintiff to rely upon it, (3) justifiable reliance of the plaintiff on the misrepresentation or material omission, and (4) injury. Put differently, a claim for fraudulent inducement requires a showing that a defendant made a false representation for the purpose of inducing another to act on it. These elements must be pleaded in detail, although this pleading requirement should not be confused with requiring unassailable proof of fraud.
Normally, where a claim for fraud in the inducement relies upon extra contractual statements, a general merger clause or contractual disclaimer is insufficient to bar that claim. However, where a written contract contains a specific disclaimer of responsibility for extraneous representations, that is, a provision that the parties are not bound by or relying upon representations or omissions as to the specific matter, a plaintiff will be precluded from later claiming fraud on the ground of a prior misrepresentation as to the specific matter.
Here, Similarweb has failed to establish justifiable reliance in light of the specific disclaimers included in the DLA. In support of it claim, Similarweb avers that SensorTower’s predecessor-in-interest App Annie knew that Apple’s updates to its iOS operating system and app store would have a detrimental impact on its data and that, as a result, its data would not meet Similarweb’s Requirements. Despite this knowledge, App Annie misrepresented to Similarweb that its data would meet the Requirements in an effort to induce Similarweb to enter into the DLA. Similarweb maintains that it reasonably relied on these representations, had no reason to doubt the veracity of App Annie’s statements, and only discovered data issues after entering into the DLA.
But the representations about data quality upon which Similarweb purportedly relied were disclaimed in the DLA. For instance, in Section 4.3, the parties agreed that SensorTower could not and did not make any representations as to, and hereby disclaims any and all liability arising out of or associated with the adequacy, sufficiency, completeness, currency, provenance, rights or other attributes of the Data. The parties then further agreed that (1) the Data would at all times be of equal quality to the data for all countries, all platforms, all apps, and all app store categories that App Annie offers its direct commercial customers, and (2) the Data and another other materials provided to Similarweb would be provided on an as is and as available basis without warranties of any kind. These specific and unambiguous disclaimers, when coupled with the entire agreement clause contained in the DLA, expressly preclude Similarweb from now asserting a fraud claim premised on App Annie’s representations as to the quality of its data and its ability to satisfy Similarweb’s Requirements.
To avoid this conclusion, Similarweb relies upon the peculiar knowledge exception to contend that its reliance on SensorTower’s representations was reasonable because it had no reason to believe the data it received would not meet the Requirements and because App Annie only provided limited samples in response to Similarweb’s requests. Similarweb’s reliance on the peculiar knowledge or special facts exception is unavailing.
Although a specific disclaimer of reliance on a representation will ordinarily bar a fraud claim, courts in New York recognize an exception to this rule where the facts represented are not matters peculiarly within the representing party’s knowledge, and the other party has the means available to him of knowing, by the exercise of ordinary intelligence, the truth or the real quality of the subject of the representation. This doctrine requires satisfaction of a two-prong test: that the material fact was information peculiarly within the knowledge of one party and that the information was not such that could have been discovered by the other party through the exercise of ordinary intelligence.
In this case, even assuming the degraded quality of its data was peculiarly within App Annie’s knowledge during negotiations, Similarweb’s own allegations plainly establish that it could have discovered those defects through exercising ordinary diligence. At the outset, Similarweb readily concedes that, after learning about Apple’s updates, it had enough information to inquire about whether there would be a material impact on App Annie’s data. It, in turn, repeatedly requested sample data sets from App Annie to assess whether the data would meet its requirements.
Critically, however, Similarweb explicitly acknowledges in its counterclaims that these data samples it received were deficient and that App Annie refused to give it anything more comprehensive. Yet despite Similarweb’s alleged position that it was critical that App Annie’s data meet its Requirements for it to be able to enter into any licensing agreement, it nevertheless decided to execute the DLA with full knowledge that it had only received deficient data sets. Thus, as its own allegations make clear, Similarweb had the means to uncover App Annie’s misrepresentations yet chose not exercise any reasonable diligence to ascertain the truth. Consequently, Similarweb’s invocation of the peculiar knowledge or special facts exception does not overcome the specific disclaimers set forth in the DLA.
In sum, because Similarweb’s fraudulent inducement claim is barred by the specific disclaimers and representations set forth in the DLA, SensorTower’s motion to dismiss this claim is granted.
(Internal quotations and citations omitted).