Similarly, the agreement included a standard boilerplate exclusion (or an entire contractual clause) for acts based on innocent or negligent misrepresentation. This meant that the main principle of recovery from the buyer was to bring an action for annulment for misrepresentation. Erlson also offers the ability to see when a court will confirm a choice to cancel a contract to sell a business. However, the case leaves a number of issues unanswered. In Erlson, the court faced an easy task after deciding that there was fraudulent misrepresentation. Both parties had previously agreed that GG AG would have the right to withdraw from the contract in the event of fraudulent misrepresentation. It would have been interesting to see whether the court would have allowed a cancellation if both parties had not agreed that the SPA could be annulled. Two weeks had passed before GG AG made a withdrawal request. . . .