the Prudential Insurance Company of America and Four Partners, LLC D/B/A Prizm Partners and D/B/A United Commercial Property Services v. Italian Cowboy Partners, Ltd., Francesco Secchi, and Jane Secchi
Italian Cowboy Partners, Ltd. (ICP), Francesco Secchi, and Jane Secchi (Appellees) sued The Prudential Insurance Company of America and Prizm Partners (Appellants) for various claims including fraud, negligent misrepresentation, and breach of warranty of suitability, related to a restaurant property lease with a persistent sewer gas odor. Prudential counterclaimed for unpaid rent and breach of personal guaranty. The trial court initially ruled in favor of ICP and the Secchis, awarding damages and attorney's fees, and denying Prudential's counterclaims. However, the appellate court reversed this decision. The court found that disclaimer and merger clauses in the lease negated reliance for fraud claims, and that the lease placed repair responsibilities, including for latent defects, on ICP, thus overriding the implied warranty of suitability. Consequently, the court rendered judgment that ICP and the Secchis take nothing on their claims and remanded the case for the trial court to determine damages and attorney's fees owed to Prudential on its counterclaims.