VSH v. Texaco

• V.S.H. Realty, Inc. = "VSH" = plaintiff = company offering to purchase a petroleum storage facility
• Texaco, Inc. = Texaco = defendant = commercial property seller
• In the sales contract, Texaco stated that there were no government investigations on the facility & only 1 oil seepage
• VSH agreed to purchase the commercial real estate "as is."
• After the purchase, VSH noticed several areas of oil seepage on the property.
• VSH also learned that the U.S. Coast Guard was investigating the spills.
• VSH demanded that Texaco
  • correct the oil spillage problem
  • indemnify VSH, or
  • reduce the purchase price.

• VSH sued Texaco alleging mis-representation & deceptive business practices.
• The suit was filed in Massachusetts.
• VSH lost.

Does 1 party that makes a potentially mis-leading partial disclosure have a duty to reveal all other material facts?

Yes. If 1 party makes a potentially misleading partial disclosure, that party has a duty to reveal all other material facts.

Reversed

Judge Coffin: The presence of an "as-is" clause in the contract isn't, as a matter of law, a defense to claims of fraud or deceptive conduct.

Stephen Breyer partially dissented because the majority had negated the "as is" clause.