15. Fraud, Non-Reliance, and the Nuclear Option

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com.$30 million of hidden IP exposure is where boilerplate stops being boilerplate. This episode stages a buyer-seller debate over a patent claim allegedly concealed by the seller's CEO and uses that fight to test the real boundary between extra-contractual fraud and lies embedded in the reps themselves. It works through FdG Logistics, ABRY Partners, and Prairie Capital, then turns to the drafting choices that decide who can actually be sued: fraud definitions, carveout scope, survival periods, exclusive-remedy language, and non-recourse provisions. The second half shifts to broken-deal remedies, including must-close, efforts-plus-fee, and hybrid models, plus specific performance, reverse termination fees, willful-breach language, and the sponsor guarantee chain.Production disclosure:This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients.This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.