Duty to Disclose Lawyers

When Must a Seller Disclose Information?

A seller cannot purposefully lie to or mislead a buyer. However, sellers do not have to disclose every known fact.  On the other hand, if asked directly about some aspect of the sale, the seller must reply truthfully with any relevant information.

A seller usually does not commit fraud by remaining silent on aspects of a sale. Most courts hold that silence is not fraud, especially where the defect could have been readily discovered by the buyer through a routine inspection.

However, failure to disclose information may be fraud where:

• The seller agreed in the purchase agreement to disclose all relevant facts
• The seller and buyer have a confidential or fiduciary relationship
• The seller knows the buyer is mistaken as to certain facts
• The seller knows the buyer is purchasing the product for a particular purpose, but the product cannot meet that purpose
• The buyer asks a seller a question, but the seller knowingly does NOT give a correct response

"As Is" Statements

Sellers can limit themselves to a certain extent by using "as is" statements in the purchase agreement. This means the buyer takes the product as it is, without warranties.

Merger Clause

A seller can also protect himself by including a merger clause into the purchase agreement. A merger clause is a provision which states that everything agreed upon is in the written agreement.

What Can You Do if You Bought a Defective Product You Feel the Seller Knew about, and Had the Duty to Disclose to You?

You may want to consult a business lawyer familiar with your state laws and who can explain your options to you.

What Can You Do if Someone is Accusing You of Not Disclosing Information?

A business lawyer can help you formulate defenses to a lawsuit. Contact one immediately for more information.