Lafazia v. Howe,

575 A.2d 182 (1990)

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Nature of the Case

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Facts

Howe (D) met with Lafazia (P) to discuss purchasing P's deli. P represented that the business was very profitable, but they were burned out and wanted to sell. D requested all the bona fides regarding financial data and P related that they did not keep good books as they conducted an all-cash business. The tax returns showed that the business was not viable. When confronted with the written facts, P pointed out to D that P lived in fancy houses, drove fancy cars, and supported a family with three children. D visited the store a number of times, and it appeared to be very busy. D eventually agreed to pay $90,000 with $60,000 paid up front and a promissory note for the rest. D was represented at closing by their son, attorney at law. The contract included merger and disclaimer clauses about not relying upon the representations of P. Things went bad from the very start. D realized he was taken but still paid $20,000 due on the promissory note. D lost money and left $10,000 on the promissory note unpaid and sold the business for $45,000 a few months later. P sued on the promissory note. The trial court awarded summary judgment. D appealed.