In the case of a company purchase, it is internationally customary for the seller - as far as legally possible - to exclude all warranties and only refer to the correctness of the financial statements and to the completeness of the documents resulting from the data room. However, liability for intent and thus also for fraudulent concealment cannot be excluded under either German or Italian law.

The operator of a discotheque was unable to pay his debts on time and had the house full of reminders. He advertised his business on the net and also found a buyer to whom he presented the negative financial statements. However, he did not answer any further questions about the business and referred the buyer to his tax advisor.

The buyer took over the business and shortly afterwards had to file for insolvency. He challenged the notarised purchase contract and demanded damages. The Munich Higher Regional Court (judgement of 3 December 2020, 23 U 5742/19) upheld his claim. The seller would have been obliged to inform the buyer, even without being asked, about specific events that are weighty indications of a continuing crisis of the company. The reference to the tax advisor does not release him from this obligation. The clauses with which the seller excluded any liability were therefore of no value in this contract either.