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 New York, a claim for negligent misrepresentation requires that the defendant made a false representation in the course of business or a transaction where they had a financial interest, and did not exercise reasonable care in providing this information. The plaintiff must have suffered a financial loss by reasonably relying on this false representation. Justifiable reliance is typically a factual question, but it can be dismissed as a matter of law if the circumstances suggest that reliance was not justified. Courts will look at the relationship between the parties and the nature of the transaction to determine if reliance was justified. In arm's-length transactions, parties are expected to exercise ordinary care to protect their interests. A party cannot claim justifiable reliance if they failed to exercise reasonable diligence, especially when their knowledge and experience should prompt them to investigate the representations made. If a party neglects this duty of diligence, they are deemed to have knowledge of what a reasonably prudent person would have discovered in their position.