The elements of a claim for negligent misrepresentation are (1) the representation was made by a defendant in the course of his business, or in a transaction in which he had a pecuniary interest; (2) the defendant supplied false information for the guidance of others in their business; (3) the defendant did not exercise reasonable care or competence in obtaining or communicating the information; and (4) the plaintiff suffered pecuniary (financial) loss by justifiably relying on the representation.

Justifiable reliance usually presents a question of fact. But the justifiable-reliance element can be negated as a matter of law (on summary judgment or directed verdict) when circumstances exist under which reliance cannot be justified.

In determining whether justifiable reliance is negated as a matter of law, courts consider the nature of the parties’ relationship and the contract. In an arm's-length transaction, the defrauded party must exercise ordinary care for the protection of his own interests.

A failure to exercise reasonable diligence is not excused by mere confidence in the honesty and integrity of the other party. And when a party fails to exercise such diligence, it is charged with knowledge of all facts that would have been discovered by a reasonably prudent person similarly situated.

Thus, that party cannot blindly rely on a representation by a defendant where the plaintiff's knowledge, experience, and background warrant investigation into any representations before the plaintiff acts in reliance upon those representations.

In Colorado, a claim for negligent misrepresentation requires that the defendant made a false representation in the course of business or a transaction with a financial interest, provided false information for others' business guidance, did not exercise reasonable care in communicating this information, and the plaintiff suffered financial loss due to justifiable reliance on the representation. Justifiable reliance is typically a factual question, but it can be negated as a matter of law if the plaintiff's circumstances do not support a justified reliance. Courts will look at the relationship between the parties and the nature of the transaction. In arm's-length transactions, parties are expected to exercise ordinary care for their own interests. A lack of due diligence, based on trust in the other party, does not excuse a failure to discover facts that a reasonably prudent person would have found. Therefore, a party cannot claim justifiable reliance on a defendant's representations without proper investigation, especially when their knowledge and experience suggest that verification is necessary.