Fraud claims accompany most significant commercial disputes because they reach beyond the contract — to punitive damages, to individuals rather than entities, and past exculpatory clauses.

Elements. A material false representation; knowledge of falsity or reckless disregard; intent that it be relied on; justifiable reliance; and resulting damage. Silent fraud or fraudulent concealment substitutes a duty to disclose for the affirmative representation.

Duty to disclose arises from a fiduciary or confidential relationship, from a partial disclosure that is misleading without more, from active concealment, and from statute. Between arm’s-length commercial parties there is generally no free-standing duty.

Opinions and predictions are not ordinarily actionable, unless the speaker did not hold the opinion, or had superior knowledge of facts inconsistent with it.

Justifiable reliance is the usual battleground. A party with the opportunity to investigate, contractual access to records, and a disclaimer of reliance faces a hard argument. Specific non-reliance clauses are enforced in many jurisdictions.

Economic loss doctrine bars some tort claims arising from a contractual relationship, with jurisdictions differing on whether fraudulent inducement is excepted.

Pleading with particularity. The who, what, when, where and how of each misrepresentation. Generalized allegations of a fraudulent scheme are dismissed routinely, and amendment is not always permitted.