German Federal Court of Justice on Seller Disclosure Obligations: Extensive Disclosure Required in Environmental Context

German law corporate acquisition agreements and real estate purchase agreements often include broad exclusions of liability.

However, pursuant to Section 444 of the German Civil Code (Bürgerliches Gesetzbuch), a seller is subject to statutory (non-excludable) liability if and to the extent the seller fraudulently concealed a defect of the sold asset.  To that end, it is often decisive whether the seller was required to inform the buyer about the defect in question.

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