Can I still sue if the purchase agreement says the seller made no promises about future performance?
These "no forward-looking representation" or non-reliance clauses are common in purchase agreements and are generally enforceable, meaningfully limiting a buyer's ability to later claim they relied on rosy projections or forecasts about how the business would perform going forward after closing. If your claim is really about the business simply not living up to optimistic future expectations, a clause like this can be a real barrier.
What it typically doesn't do is protect a seller who misrepresented a verifiable historical or existing fact — actual past revenue, existing liabilities, or the current condition of specific assets — even if it was dressed up to sound like an opinion about the future. The recurring fight in disputes like this is exactly where that line sits: "we believe sales will grow" is generally protected as a forward-looking statement, while "current inventory is worth this amount" is a factual representation about the present, not a forecast, and isn't shielded by this kind of clause. Identify which category your specific claim actually falls into.
Key takeaways
- Non-reliance clauses about future performance are generally enforceable and limit forecast-based claims.
- They generally don't protect a misrepresented historical or existing fact.
- The dispute usually turns on whether a statement was really an opinion or a fact.
- Identify which category your specific claim falls into before assuming the clause bars it.