This section contains the nature of the case and procedural background.

P and D entered into a contract for the sale of a lease of a building. The written contract contains the following clause: 'The Purchaser has examined the premises agreed to be sold and is familiar with the physical condition thereof. The Seller has not made and does not make any representations as to the physical condition, rents, leases, expenses, operation or any other matter or thing affecting or related to the aforesaid premises, except as herein specifically set forth, and the Purchaser hereby expressly acknowledges that no such representations have been made, and the Purchaser further acknowledges that it has inspected the premises and agrees to take the premises 'as is' * * * It is understood and agreed that all understandings and agreements heretofore had between the parties hereto are merged in this contract, which alone fully and completely expresses their agreement, and that the same is entered into after full investigation, neither party relying upon any statement or representation, not embodied in this contract, made by the other. The Purchaser has inspected the buildings standing on said premises and is thoroughly acquainted with their condition.' D made oral representations to P over the costs associated with the building which P claims are misrepresentations. P sued D for frauds. The Supreme Court sustained a motion to dismiss the complaint because of the merger clause. The Appellate Division unanimously reversed the order.

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