formed an offer that was accepted upon Plaintiffs commitment to invest, thus forming a contract. (Compl. at 47.) Defendants argue that no contract existed. It strains credulity to posit that $40 million was exchanged in a $150 billion trans notes. The more difficult question is whether Defendants breached any promise in the contract. Plaintiff alleges that Defendants “breached their promise to notify the Plaintiff of any change to any characteristics of ... [the CDO’s] capital structure.” (Compl. at 47.) While Defendants argue that various disclaimers in the POCs negate that promise, for reasons discussed in detail below, it is plausible that Defendants did not effectively disclaim that promise. See Suez Equity Investors, L.P. v. Toronto-Dominion Bank, 250 F.3d 87, 104 (2d Cir.2001) (<HOLDING>). Therefore, this claim survives the motion to
holding that the furnishing of misleading information cannot support a claim for negligent misrepresentation the information must be false holding negligent misrepresentation sufficient holding that a person cannot reasonably rely on a misrepresentation when the contents of a written instrument contradict the alleged misrepresentation holding in the context of negligent misrepresentation that tension between oral and written communications cannot be resolved on the pleadings holding that in cases of direct conflict between a courts oral pronouncement of sentence and the written judgment the oral pronouncement controls