Walworth Investments-LG, LLC v. Mu Sigma, Inc.

Summary

The Illinois Supreme Court reversed the appellate court and affirmed dismissal of the plaintiff’s claims arising from the sale of its preferred stock to Mu Sigma. Applying Delaware law, the court held that the stock repurchase agreement clearly disclaimed reliance on extracontractual representations and omissions, and that the agreement’s broad release independently barred the remaining contract and unjust-enrichment claims. The court also held that the individually negotiated transaction did not trigger a fiduciary duty of disclosure to the plaintiff as an individual stockholder.