First Data POS, Inc. v. Willis

Sears, Justice.

This Court granted certiorari in order to consider the Court of Appeals’ ruling that a valid contractual merger clause did not foreclose a civil litigant’s claim of theft by deception based upon misrepresentations allegedly made during pre-contractual negotiations. As explained below, we conclude that in an arm’s length business transaction, pre-contractual representations are superceded by a valid contractual merger clause, and cannot form the basis of post-contractual claims of theft by deception, fraud, or misrepresentation. Therefore, we reverse.

In 1992, appellant First…