VSH v. Texaco

From wikilawschool.net. Wiki Law School does not provide legal advice. For educational purposes only.
VSH v. Texaco
Court 1st Circuit
Citation 757 F.2d 411
Date decided March 15, 1985


  • 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.


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.




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.