CBS Inc. v. Ziff-Davis Publishing Co

In CBS Inc. v. Ziff-Davis Publishing Co., 75 NY2d 496, 553 N.E.2d 997, 554 N.Y.S.2d 449 (1990), the Court of Appeals held that a buyer can recover for breach of warranty even if it had formed doubts as to the truth of the warranted facts prior to the closing. To hold otherwise "would have the effect of denying the express warranties of their only value to the purchaser--i.e., as continuing promises by the seller to indemnify the purchaser if the facts warranted proved to be untrue." (Id. at 506.) The Court of Appeals noted that "the critical question is not whether the buyer believed in the truth of the warranted information .... but whether the buyer believed the buyer was purchasing the seller's promise as to its truth." (Id. at 503.)