Yes. CBS can still sue. When CBS signed the contract, it wasn't just buying magazines; it was also buying Ziff-Davis's *promise* that the financial numbers were correct. A warranty is like an insurance policy within a deal. The fact that CBS later had doubts doesn't cancel out the promise it paid for. Ziff-Davis can't force CBS to close the deal and then use CBS's own doubts to get out of its promise.

No. CBS shouldn't be able to sue. To sue for a broken promise, you have to have relied on that promise. CBS did its own investigation, found out the numbers were probably wrong, and decided to buy the magazines anyway. It relied on its own judgment, not the seller's promise. You can't close a deal with your eyes wide open about a problem and then complain about that same problem later.

Yes, the seller still has to keep its promises. What matters is that CBS bought the business believing it was getting the seller's promise about the information being true. Those promises were part of the deal, meant to protect CBS if the information turned out wrong. CBS doubting the information before closing doesn't let Ziff-Davis off the hook, because the promises were guarantees against the information being false.

No, a buyer shouldn't be able to sue a seller for a broken promise it didn't believe in the first place. The rule that you have to rely on a promise to sue for it being broken helps keep business deals predictable and final. CBS looked into the finances itself, saw problems, but still did the deal at the full price. Letting it sue anyway would make business agreements less stable and certain.

No. A buyer’s manifested lack of belief in the truth of warranted information prior to a closing does not relieve the seller of its obligations under the warranties. The critical question is not whether the buyer believed in the truth of the warranted information, but whether it believed it was purchasing the seller's promise as to its truth. An express warranty is a bargained-for term of the contract, equivalent to a promise by the seller to indemnify the buyer if the warranted fact proves untrue. This promise is intended to relieve the buyer of the duty to ascertain the facts for itself. Once the warranty is part of the contract, the right to indemnification for its breach does not depend on the buyer's subsequent belief in the warranted facts, but only on whether the warranty was breached.

Yes. A buyer should not be able to sue for breach of an express warranty on which the buyer chose not to rely. It is an elementary principle that an action for breach of an express warranty requires that the warranty was relied on. CBS investigated the financials, discovered what it believed were falsehoods, and had a contractual right to avert the closing but chose to proceed. By making a business judgment to consummate the purchase despite its knowledge, CBS chose to rely on its own investigation, not on Ziff-Davis's warranties. Allowing CBS to close the deal with its eyes open and then sue unsettles the finality and stability of commercial transactions.

No, the buyer's lack of belief in the truth of the warranted information prior to closing does not relieve the seller of its warranty obligations because the critical question is whether the buyer believed it was purchasing the seller's promise as to its truth. The express warranties here were bargained-for terms that were part of the purchase agreement. They served as assurances of facts upon which CBS relied in committing to the deal, and were intended to indemnify CBS if those facts proved untrue. CBS's doubts about the accuracy of the information prior to closing did not cause the warranties to lose their operative effect, because they were continuing promises to indemnify if the information proved false.

Yes, a buyer cannot sue a seller for breach of express warranty when it chose not to rely on that warranty. The long-standing rule requiring reliance on a warranty to sue for its breach should be maintained, as it provides predictability and certainty in commercial transactions. Here, CBS investigated the financial information itself, formed doubts about its accuracy, but still chose to consummate the deal at the agreed price. Allowing CBS to sue after knowingly closing the transaction with detected discrepancies undermines the stability and finality of business agreements.

CBS Inc. v. Ziff-Davis Publishing Co.

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