TransDigm Inc. v. Alcoa Global Fasteners, Inc.
Delaware Court of Chancery
2013 Del. Ch. LEXIS 137 (2013)
TransDigm Inc. was the parent company of McKechnie Aerospace Investments Inc. (McKechnie) and McKechnie Aerospace (Europe) Ltd. (McKechnie UK) (defendants). McKechnie was the sole shareholder of Valley-Todeco Inc. McKechnie UK was the sole shareholder of Linread Ltd. Linread and Valley-Todeco designed, manufactured, and distributed fasteners. Alcoa Global Fasteners Inc. (plaintiff) purchased the stock of Linread and Valley-Todeco. Airbus was one of Linread’s most important customers. Prior to the execution of the stock-purchase agreement, Linread had agreed to give Airbus a future price discount, and Airbus had told McKechnie UK and Linread that Airbus was considering moving half of its lockbolt business to a competitor. During the due-diligence process, TransDigm represented to Alcoa that it had no disputes with any customers, including Airbus, and, when asked whether any agreements with customers included price negotiations, did not reveal that Linread had agreed to give Airbus a price discount. The stock-purchase agreement included a provision in which Alcoa agreed to accept the shares without reliance on any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by TransDigm or its affiliates, except as expressly set forth in the agreement. Alcoa brought a claim against TransDigm, McKechnie, and McKechnie UK for fraudulent and active concealment of material information. TransDigm moved to dismiss, arguing that Alcoa’s claim was barred by its express disclaimer of reliance on any representations outside the agreement.
Rule of Law
Holding and Reasoning (Parsons, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 707,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.Unlock this case briefRead our student testimonials
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.Learn about our approachRead more about Quimbee
Here's why 707,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 44,500 briefs, keyed to 983 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.