> It says in the first paragraph about making misleading representations.

It says that after, and modified by, the phrase “appears to have”.

Musk’s lawyers are saying that Twitter actually breached the agreement. They are saying it looks like Twitter may have done other bad things, too, but that's not the same as claiming that Twitter actually did the other things.

> Secondly, the ceo was firing aka asking for resignations from key people, no?

The separately call out people being forced out and people resigning. Absent something not in the letter, the former is a much more reasonable, on its face, complaint.

Lawyer-talk for fraud is "fraud".

Not sure what your point is. I said misrepresentations is lawyer talk for lying…

And “appears to have” is lawyer talk for “we don't know that this occurred and can't prove it and absolutely want to make clear that we will not be accountable for claiming it actually happened.”

It's lawyer talk for "We think it happened but we want wriggle room"

It's also lawyer talk for “we’d like the recipient/reader of the document to think it happened, but we don't want accountability, e.g., in the case of a document intended to be made public, for defamation.”

You said "in this context lying is fraud", and that's not the case, which is why lawyer talk for "fraud" is "fraud", not "lying".

Misrepresentation is a necessary but insufficient component for a finding of fraud.

That’s why there not outright claiming fraud just lying. That way they avoid illegal issues but if they were to seek damages it would be a fraud case.

They aren't claiming lying either.

They are claiming breach of contract, and that it looks to them like lying which, if it did happen, might be fraud, but they can't tell, in part because part of the alleged breaches is Twitter not giving them information that might clarify whether the other claims were true or not.

Musk's lawyers are too scared to point out what they are lying about though and where they got that information cause if they did point it out it would destroy Musk's allegations.

It's not about being scared so much as it is about professionalism.

Accusing someone of lying is in effect an accusation of bad faith. An accusation of bad faith is a serious matter, and if you play too freely with it, then you're engaging in bad faith yourself. [1]

The concept of misrepresentation is in a grey area that may or may not have a component of bad faith (see for example the concept of "fraudulent concealment" in courts of equity,[2] the test for which includes a finding of misrepresentation, and note that "fraud" in equity is, confusingly, not at all the same concept as common law fraud), so it's a much more intelligent accusation to make in court unless you have highly probative evidence. [3]

[1] Clean hands doctrine: https://en.wikipedia.org/wiki/Clean_hands

[2] Equity: https://en.wikipedia.org/wiki/Equity_(law)

[3] IANAL

There is nothing professional about what Musk has done. That is like saying Bernie Madoff was just being professional.

I'm talking about the lawyers, not Musk.

> Musk's lawyers are too scared to point out what they are lying about though and where they got that information

Their central allegation is that they didn't get the information because of Twitter’s refusal to uphold their obligations.

The reps are in the merger agreement, ie a contract.

There is a covenant in the contract about running the business between signing and closing.

The claim is breach of contract.