Lawsuit Against Corporation Alleging That the Franchisee's Periodic Financial Reports Were False Justified

Was the Action for Fraudulent and Negligent Misrepresentation Against the Defendant Corporation Alleging that the Franchisee's Periodic Financial Reports were False Justified ? In Soules v. General Motors Corp., 79 Ill. 2d 282, 402 N.E.2d 599, 37 Ill. Dec. 597 (1980), the plaintiff investor brought an action for fraudulent and negligent misrepresentation by the defendant corporation, alleging that the franchisee's periodic financial reports, which it was required to submit to defendant, were false and known by defendant to be such. The defendant argued that plaintiff, as a corporate director, had no right to rely on any alleged misrepresentation by the defendant. Soules, 79 Ill. 2d at 286, 402 N.E.2d at 601. The supreme court held that "[t]his question is to be answered while viewing the representation in light of all the facts of which plaintiff had actual knowledge as well as those of which he 'might have availed himself by the exercise of ordinary prudence.'" Soules, 79 Ill. 2d at 286-87, 402 N.E.2d at 601, quoting Schmidt v. Landfield, 20 Ill. 2d 89, 94, 169 N.E.2d 229, 231 (1960), quoting Dillman v. Nadlehoffer, 119 Ill. 567, 577, 7 N.E. 88, 91 (1886). The court reasoned that, regardless of plaintiffs access to such materials as a corporate officer, examination of the reports would not have revealed that the financial reports were false. Soules, 79 Ill. 2d at 287, 402 N.E.2d at 601. The court further held, "[c]onsequently, based upon the limited record before us, we cannot say that plaintiffs reliance on the truth of defendant's representations regarding the continuing financial requirements was unjustified." Soules, 79 Ill. 2d at 287, 402 N.E.2d at 601.