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VSH v. Texaco
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VSH v. Texaco | |
Court | 1st Circuit |
---|---|
Citation | 757 F.2d 411 |
Date decided | March 15, 1985 |
Facts
- 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.
Procedural History
- VSH sued Texaco alleging mis-representation & deceptive business practices.
- The suit was filed in Massachusetts.
- VSH lost.
Issues
Does 1 party that makes a potentially mis-leading partial disclosure have a duty to reveal all other material facts?
Holding
Yes. If 1 party makes a potentially misleading partial disclosure, that party has a duty to reveal all other material facts.
Judgment
Reversed
Reasons
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.
Comments
Stephen Breyer partially dissented because the majority had negated the "as is" clause.
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