New York Court of Appeals, 1982

Hobart v. Schuler

New York Court of Appeals · Decided February 25, 1982

55 N.Y.2d 1023; 434 N.E.2d 715; 449 N.Y.S.2d 479; 1982 N.Y. LEXIS 3186

Cases that cite this one

22 later published cases cite this decision. The 21 that cite it most often are listed here.

Douglas E. Wall v. Csx Transportation, Inc. And Consolidated Rail Corporation, Docket No. 05-4065-Cv (2d Cir. 2006)
Korff v. HILTON RESORTS CORP. (District Court, N.D. Ohio 2011)
Icebox-Scoops, Inc. v. Finanz St. Honoré, B.V. (District Court, E.D. New York 2009)
In re CINAR Corp. Securities Litigation (District Court, E.D. New York 2002)
Kelley v. Cinar Corp. (District Court, E.D. New York 2002)
Uni-Rty Corp. v. Guangdong Building Inc. (In re Uni-Rty Corp.) (United States Bankruptcy Court, S.D. New York 1996)
Manufacturers Hanover Trust Co. v. Palmer Corp. (District Court, S.D. New York 1992)
Schneider v. OG & C CORP. (District Court, S.D. New York 1988)
Robert J. McRell Associates, Inc. v. Insurance Co. of North America (District Court, S.D. New York 1987)
J. Henry Schroder Bank & Trust Co. v. Metropolitan Savings Bank (Appellate Division of the Supreme Court of New York 1986)
Larkin v. Saber Automotive, LLC (District Court, S.D. New York 2024)
Hatteras Enterprises Inc v. Forsythe Cosmetic Group Ltd (District Court, E.D. New York 2022)
Tradeshift, Inc. v. Smucker Services Company (District Court, S.D. New York 2021)
Salahuddin v. Craver (Appellate Division of the Supreme Court of New York 2018)
Remediation Capital Funding LLC v. Noto (Appellate Division of the Supreme Court of New York 2017)
Tegra S.A. v. Bombardier, Inc. (Appellate Division of the Supreme Court of New York 2011)
Urban Holding Corp. v. Haberman (Appellate Division of the Supreme Court of New York 1990)
Regal Limousine, Inc. v. Allison Limousine Service, Ltd. (Appellate Division of the Supreme Court of New York 1988)
Klondike Gold, Inc. v. Richmond Associates (Appellate Division of the Supreme Court of New York 1984)
Rexford Plumbing, Heating & Hardware Co. v. City of Johnstown (Appellate Division of the Supreme Court of New York 1982)
Village of Chatham v. Board of Fire Commissioners of Delmar Fire District (Appellate Division of the Supreme Court of New York 1982)

This list shows which later cases cite this one. It does not say how they treated it, and no review of that has been done. Not a substitute for Shepard’s or KeyCite — verify before relying.

Opinion of the Court

OPINION OF THE COURT

Memorandum.

The order of the Appellate Division should be affirmed, with costs, and the certified question answered in the affirmative.

*1024Plaintiffs commenced this action to recover the balance due on a note given by defendant in connection with his purchase of plaintiffs’ shares in a corporation. Defendant’s answer asserted an affirmative defense and a counterclaim based on the alleged fraud of plaintiffs in inducing him to enter into the agreement. Plaintiffs moved to strike defendant’s answer and for summary judgment on the ground that there was no defense to their cause of action.

Plaintiffs contend that defendant’s fraud defense cannot be proven, because parol evidence is inadmissible to prove any oral representations, !fey reason of a provision in the stock purchase agreement which states that all representations, warranties, understandings and agreements between the parties are set forth in the agreement. However, such a general merger clause is generally insufficient to bar parol evidence of a fraudulent misrepresentation (Sabo v Delman, 3 NY2d 155). Further, the fraudulent representation which forms the basis of defendant’s affirmative defense is not specifically contradicted by any of the detailed representations or warranties contained in the agreement (Danann Realty Corp. v Harris, 5 NY2d 317).

For defendant’s part, his affidavit in opposition to the motion has raised a triable issue of fact. Defendant there sets forth his allegations that plaintiffs falsely represented to him that while the income statement showed income of only $3,450, actual income was $3,950, the difference being unreported income which plaintiffs removed from the corporation on a weekly basis; that defendant was induced to purchase the business on this basis; and that these representations were false. The only inference to be drawn from an examination and a fair reading of defendant’s affidavit is that defendant has asserted that plaintiffs knew the statements to be false when made. As defendant has raised a triable issue regarding the affirmative defense of fraud, summary judgment was properly denied to the plaintiffs.

Chief Judge Cooke and Judges Jasen, Gabrielli, Jones, Wachtler, Fuchsberg and Meyer concur in memorandum.

Order affirmed, etc.

Case-law data current through December 31, 2025. Source: CourtListener bulk data.