Signing because you were misled
When someone induces you to sign through false statements, the law in New York and most states gives you, at least in principle, two broad choices: undo the agreement and seek to return to where you started, or keep the deal and pursue damages. Which path is available depends on how quickly you act after learning the truth and whether you kept accepting benefits under the contract. Waiting, continuing to perform, or renegotiating without reserving rights can sometimes cost you the option to undo the deal, though a claim for damages may still remain.
The clauses that can block a claim
Many commercial contracts contain merger clauses, non-reliance language, or representations and warranties that define what each side may rely on. New York courts have enforced specific disclaimers, especially between sophisticated parties, to bar fraud claims based on statements outside the written agreement. General boilerplate is treated differently from a carefully negotiated disclaimer, and certain facts known only to one side can change the analysis. Gather the signed agreement, drafts, side letters, and all communications from the negotiation period, because the history of how the language was negotiated can matter.
Deciding what to do with the deal
In our first conversation, we review the contract and the misstatements to decide whether rescission, damages, or a renegotiation is the most practical goal. We look at deadlines and notice provisions that might require prompt action, and at whether the contract has an arbitration or forum clause. If the agreement involves an ongoing relationship, such as a franchise, partnership, or purchase of a business, we discuss how to protect your position while the dispute unfolds without unintentionally waiving rights. Where the other side is threatening to enforce the contract against you, the timing of any rescission notice can matter a great deal.
