Where a contractual guarantee accompanies a representation as to future value, a claimant alleging misleading and deceptive conduct must establish reliance on the representation itself, not merely on the existence of the guarantee. A representation that a contractual guarantee will be given is not misleading if the guarantee is in fact provided, even if the underlying promise is not fulfilled. The provision of security for the performance of a contractual promise (such as a promise to transfer shares) does not ordinarily constitute the exclusive remedy for breach; clear express words are required to exclude common law remedies.
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