finding no duty and explaining that the "Restatement concludes that nondisclosure can be actionable only where there is a 'duty' to disclose, and a duty arises only in a number of discrete situations described in § 551”
How later courts described this case
- finding no duty and explaining that the "Restatement concludes that nondisclosure can be actionable only where there is a 'duty' to disclose, and a duty arises only in a number of discrete situations described in § 551”
- holding that seller’s failure to disclose possibility that tenant corporation might go into default not actionable because was “predictive insight,” and therefore was nondisclosure of opinion rather than of “fact”
- finding that nondisclosure of party’s precarious financial condition did not sink to the level of “rascality” required for a violation of chapter 93A
- noting that in absence of affirmative duty to disclose a weakness in, the subject of a transaction, nondisclosure of such information “is not a conventional tort of any kind”
Written by the judges who cited it.
The opinion
Brown, J.
(concurring). I am in total accord with the result. The analysis of the merits, with which I have no substantive quarrel, perhaps manifests too much concern for these “worldly-wise businessmen advised by counsel.” The buyers may have been careless, indifferent, or merely overeager to close the deal during the negotiating process, but any such manifestation of lack of business acumen does not entitle them to seek relief through the judicial process. The defendants’ conduct, such as it was, did not sink to the level of rascality made actionable by c. 9 3A, § 11. Succinctly put, the curtain was up; the stage and the actors were amply lit; if the plaintiffs failed to see the play, it was because their eyes were not open.