Written by: Brian Barakat, Esq.
In commercial litigation, defendants often try to rely on the “four corners” of a contract to defeat claims of fraudulent inducement. The common refrain is familiar: “The contract says this is the entire agreement—therefore, any prior oral representations are irrelevant.”
But Florida law draws an important distinction between contractual terms and tortious conduct. As the Florida courts reaffirmed—particularly in Billington v. Ginn-LA Pine Island, Ltd., LLLP—not all boilerplate contractual provisions carry the same weight when fraud is alleged. To determine whether a fraud claim survives a motion to dismiss, it is essential to understand the very different functions of three types of clauses: Merger/Integration, Non-Reliance, and Waiver of Fraud.
- Merger and Integration Clauses: Setting the Contract’s Boundaries
A merger clause is designed toestablish that the written agreement supersedes all prior negotiations. Under Mejia v. Jurich, these clauses operate to prevent enforcement of prior extrinsic agreements not included in the contract.
However, merger clauses do not protect parties from liability for fraud. Florida law—rooted in Oceanic Villas, Inc. v. Godson—has long held that one cannot contract away responsibility for fraudulent inducement simply by stating that the agreement is “entire and complete.” These provisions regulate contractual terms, not misrepresentations made to secure the contract.
- Non‑Reliance Clauses: A Murky Middle Ground
Non-reliance clauses go further by expresslystating that neither party relied on any representations outside the written document. Because reliance is a required element of fraud, defendants often treat these clauses as fatal to a plaintiff’s claim.
Billington examined non‑reliance language at length, but its broad statements must be read in context. The contract in Billington contained a merger clause, a non‑reliance clause, and—critically—an express waiver of fraud claims. Because the waiver was dispositive, much of the analysis concerning standalone non‑reliance clauses is best understood as dicta. Without a waiver, the enforceability of a non‑reliance clause remains significantly less certain.
- Waiver of Fraud Clauses: The Only True Shield
A fraud‑waiver clause explicitlystates that a party acknowledges and waives its right to bring fraud claims. Florida courts have consistently upheld these clauses as enforceable, including in both Billington and Oceanic Villas.
Unlike merger or non‑reliance provisions, a clear and explicit fraud waiver can eliminate a fraudulent inducement claim entirely. This is the only clause that reliably functions as a full bar.
Practical Framework for Evaluating These Clauses
• Merger/Integration Clause – Defines the scope of the final agreement; does not bar fraud.
• Non‑Reliance Clause – Disclaims reliance on outside statements; effect uncertain without a waiver.
• Waiver of Fraud – Explicitly waives the right to bring fraud claims; strong and enforceable bar.
Conclusion: Precision Matters
Defendants frequently invoke Billington as if a basic integration clause is sufficient to defeat a fraud claim. It is not. Unless a contract contains a valid and explicit fraud waiver—or a uniquely robust non‑reliance clause that survives Oceanic Villas—Florida law will not permit a defendant to use the contract as a shield against their own fraudulent conduct.
Brian Barakat is a Board-Certified Business Litigator and Co-Founder of Barakat + Bossa PLLC. With a background in prosecuting complex financial fraud and a career built on high-stakes commercial litigation, he brings strategic insight and courtroom experience to every matter. His practice focuses on resolving business disputes efficiently and effectively, with particular emphasis on fiduciary litigation, restrictive covenants, and fee recovery. He may be reached at barakat@b2b.legal.
This post is intended to provide general information regarding the recovery of attorneys’ fees in Florida and does not constitute specific legal advice. For guidance tailored to your situation, please contact our team directly.
