Massachusetts Trial Court Rules that Integration Clause in Subscription Agreement does not Protect Hedge Fund Manager from Fraudulent Misrepresentation Claims
Hedge Fund Law Report
On January 30, 2009, the Massachusetts Superior Court ruled that Edward Marram, as trustee for Geo-Centers, Inc. Profit Sharing Plan & Trust (the Plan), which had invested $2 million of its assets with the defendant hedge fund, Kobrick Offshore Fund (Kobrick or the Fund), could proceed with the various securities fraud claims it had originally brought against Kobrick. The court also granted sanctions to Kobrick with respect to the plaintiff’s discovery failure; permitted the Plan to amend its complaint; dismissed all of Kobrick’s counterclaims; and dismissed all claims against third party defendants who allegedly provided negligent advice to the Plan. The parties were ordered to attempt to resolve the action through mediation. The court’s key substantive holding was that an integration clause in a subscription agreement does not protect a hedge fund manager defendant from suit based on separate oral or written misrepresentations. We provide a detailed discussion of the court’s analysis.