Ron Greenspan Volkswagen, Inc. v. Ford Motor Land Development Corp.

I. Introduction

This is an appeal from a summary judgment for defendants in a fraud action involving a failed commercial transaction. The primary issue is whether a contract clause which states that the parties relied only on representations contained in the contract establishes, as a matter of law, that a party claiming fraud did not reasonably rely on representations not contained in the contract. We hold that such a per se rule is inconsistent with California law and reverse the summary judgment.

II. Statement of Facts

A. The Parties

Appellant, Ronald A. Greenspan (Greenspan) is the sole shareholder of appellant Ron Greenspan Volkswagen, Inc. (RGV) which operated an automobile dealership at 1675 Howard Street in San Francisco until February 1992. The real property at 1675 Howard Street (the Howard Street property) was owned by appellant 1675 Howard Street Associates (HSA) until March 1992. Greenspan is the general partner of HSA.

Appellants’ fraud action is against two subsidiaries of Ford Motor Company, Ford Motor Land Development Corporation (Motor Land) and Ford Leasing Development Company (Leasco). At all relevant times, Leasco owned two contiguous parcels of…