Freedom to mislead: the fictitious freedom to contract around fraud under Delaware law

In the past 15 years, Delaware courts seem to have created a rule that al- lowed sophisticated parties to contract around fraud by using an unambigu- ous disclaimer and integration clause. Supposedly, an extra-contractual fraud claim would be dismissed had there been an unambiguous disclaimer. However, a survey of Delaware cases tells a different story. They have not held that even sophisticated parties who have relied on fraudulent misrepre- sentations are bound by contract with a clear disclaimer and integration clause. In the cases in which the courts have supposedly done so, either the party seeking to uphold the contract did not make any fraudulent misrepre- sentations on the other party did not rely on them or the case could easily have been decided on other grounds.