Certiorari to the Court of Appeals of Georgia -- 323 Ga.App. 583.
T. Michael Flinn, Charles M. Cork III, for appellant.
William K. Kincheloe, Jacobs & King, Steven M. Lefkoff, Margaret M. Cadigan, for appellees.
Charles R. Bliss, Jon E. Heath, David F. Addleton, John R. Bartholomew IV, Donald M. Coleman, Angela J. Riccetti, John R. Bevis, amici curiae.
BLACKWELL, Justice. All the Justices concur.
To make out a claim at common law for fraud, a plaintiff must show not only that he relied upon some misrepresentation, but he must show as well that his reliance was reasonable. See Brown v. [296 Ga. 157] Techdata Corp., 238 Ga. 622, 624-625 (234 S.E.2d 787) (1977). The same is true of a claim under the Fair Business Practices Act of 1975, OCGA § 10-1-390 et seq., for consumer fraud. See Tiismann v. Linda Martin Homes Corp., 281 Ga. 137, 138-139 (1) (637 S.E.2d 14) (2006). In this case, Subodh Raysoni asserts such claims against Payless Auto Deals, LLC, alleging that Payless gave false assurances that a used minivan never had been in a collision or otherwise damaged, assurances upon which he relied, he says, when he purchased the minivan from Payless. Contending that the terms of their written contract rendered any such reliance unreasonable as a matter of law, Payless moved for judgment on the pleadings. The trial court granted that motion, and in Raysoni v. Payless Auto Deals, LLC, 323 Ga.App. 583 (753 S.E.2d 313) (2013), the Court of Appeals affirmed. We granted a writ of certiorari to review the decision of the Court of Appeals, and we now reverse.
Whether it was reasonable for one to rely upon a certain misrepresentation is generally a question for a jury, see Akins v. Couch, 271 Ga. 276, 278 (3) (518 S.E.2d 674) (1999), although in some cases, the answer may appear so clearly that the question can be decided by a court as a matter of law. See Novare Group v. Sarif, 290 Ga. 186, 190 (3) (718 S.E.2d 304) (2011). For instance, when one has entered a contract with a binding and comprehensive merger clause, any reliance upon precontractual representations is, generally speaking, unreasonable as a matter of law. See First Data POS, Inc. v. Willis, 273 Ga. 792, 796 (2) (546 S.E.2d 781) (2001). Likewise, when one is bound by a contract that includes terms that expressly, conspicuously, unambiguously, and squarely contradict precontractual representations, any reliance upon those precontractual representations may be deemed unreasonable as a matter of law. See Novare Group, 290 Ga. at 189-190 (2).
[296 Ga. 158] According to his complaint, Raysoni visited the Payless car lot in September 2011, seeking to purchase " a reliable and durable automobile." Eventually, Raysoni became interested in a 2008 Honda Odyssey minivan, and he asked a Payless salesperson if it " had anything wrong with it, such as a prior wreck or damage." The salesperson responded that " nothing was wrong with the [minivan]" and that it was " clean" and " undamaged." To verify these representations, Raysoni asked the salesperson for a Carfax report, and Payless provided one. The Carfax report showed no damage to the minivan and no indication that it had been involved in any wreck. Relying on the representations of the salesperson and the Carfax report provided by Payless, Raysoni purchased the minivan. About two months later, Raysoni learned that the minivan, in fact, had been in a wreck and had sustained frame damage as a result. Raysoni attempted to return the minivan to Payless and rescind his purchase, but Payless refused. In his lawsuit, Raysoni contends that Payless knew at the time of his purchase that the minivan had been wrecked and had sustained substantial damage, that it intentionally misled him about the condition of the vehicle, and that it purposefully used an inaccurate Carfax report to further mislead him.
Even accepting these facts, Payless contends, Raysoni could not have reasonably relied on the representations of its salesperson or the Carfax report, and in support of this contention, Payless relies on several terms of its contract with Raysoni. First, Payless relies on a contractual provision that bears some resemblance to a merger clause, but the scope of that provision is not comprehensive. In its fine print, the contract says that " NO SALESMAN VERBAL REPRESENTATION IS BINDING ON THE COMPANY." Even if this provision amounts to a merger clause of sorts, it is only a partial merger clause, one limited to " verbal" representations. Here, Raysoni claims to have relied not only on the verbal representations of the Payless salesperson, but also on a writing -- the Carfax report -- that was given to him by Payless. Accordingly, this is not a case in which reliance on all precontractual representations was rendered unreasonable as a matter of law by a comprehensive merger clause. Cf. First Data, 273 Ga. at 795.
Payless relies as well on several provisions of the contract disclaiming warranties, but again, its reliance is misplaced because [296 Ga. 159] these disclaimers are not absolute and unequivocal enough to warrant judgment on the pleadings. The more prominent and general disclaimer of warranties -- a provision that the minivan was sold " AS IS NO WARRANTY" -- is followed immediately by an explanation that arguably qualifies and limits that disclaimer: " The dealership assumes no responsibility for any repairs regardless of any oral statements about the vehicle." Likewise, the additional disclaimers of specific warranties that appear ...