Martens Chevrolet, Inc. v. Seney

In Martens Chevrolet, Inc. v. Seney, 292 Md. 328, 439 A.2d 534 (1982), the question presented was whether there existed a tort action "for negligent misrepresentation independent of one for deceit." Id. at 330. The case arose out of the sale of an automobile dealership by one Howard Seney (and others) to Martens Chevrolet, Inc. ("Martens"). Id. During contract negotiations, Martens made it clear that if it bought the dealership it intended to continue running it. Id. at 331. Accordingly, Martens asked the seller about the dealership's current financial status. Id. Mr. Seney responded by handing the buyers a handwritten financial "trend" sheet and stating, "this pretty well depicts the trends of how we have been doing." This sheet received by the Martens contained a list of the "net profit" figures for each year the dealership had been in operation, including a figure showing $ 2,211 profit for the previous year, 1975. Unknown to the buyers, this sum failed to incorporate adjustments for such items as bonuses and taxes which are routinely reflected in audited financial statements. After examining the trend sheet, the accountant for the buyers asked during the negotiating period to inspect the audited financial statements of the dealership for 1975, but he was told by Mr. Seney that they had not been prepared. In a subsequent meeting, the Martens' accountant once more sought to review the audited financial statements, but again he was informed by Seney that no such documents existed. Throughout the negotiations Loving the former operator of the dealership and Seney failed to mention any other financial documents to the Martens which pertained to the profitability inquiry, and the sellers continually reassured the buyers that they could rely on the trend sheet as it accurately reflected the financial status of the dealership. Since this sheet revealed the Loving operation to be mildly profitable, the buyers, in reliance on it, concluded that with their industriousness and management efficiency they could substantially improve the profitability of the business. Accordingly, acting on behalf of their corporation, the Martens entered into an agreement with the owners of Loving Chevrolet for the purchase of the dealership on May 6, 1976. (Id. at 331-32.) After Martens took over the business, it discovered that the dealership had, prior to purchase, been running a substantial deficit. Id. at 332. Martens brought a tort suit against the sellers for negligent misrepresentation, breach of contract, and deceit. Id. at 330. The Court concluded, inter alia, that there existed a cause of action for negligent misrepresentation and that the trial judge erred in granting summary judgment against the plaintiff on that count. Id. at 338. The Court said in a footnote: Appellees have also argued that even if negligent misrepresentation is a viable tort action in this State, it can never be applied to statements made in connection with consummation of an arm's length transaction, as was involved in the present case. We find nothing in Virginia Dare or its progeny to support such a sweeping assertion and we reject it. In addition, appellees make oblique reference to a general integration clause in the contract of sale of the dealership which states that it "supercedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written. . . ." While not directly so stating, appellees imply that this clause shields them from liability for any breach of duty that otherwise may have been imposed. In this regard, we agree with the position taken by the New York Court of Appeals in Jackson v. State: A party to a contract cannot, by misrepresentation of a material fact, induce the other party to the contract to enter into it to his damage, and then protect himself from the legal effect of such misrepresentation by inserting in the contract a clause to the effect that he is not to be held liable for the misrepresentation which induced the other party to enter into the contract. The effect of misrepresentation and fraud cannot be thus easily avoided. If it could be, the implied covenant of good faith and fair dealing existing in every contract would cease to exist. 241 N.Y. 563, 150 N.E. 556 (1925) (adopting the opinion of Hubbs, J., in Jackson v. State, 210 App. Div. 115, 205 N.Y.S. 658, 661 (1924); compare Danann Realty Corp. v. Harris, 5 N.Y.2d 317, 157 N.E.2d 597, 184 N.Y.S.2d 599 (1959). (292 Md. at 338 n.7.)