1)
Materiality: The misrepresentation must be about something important enough to influence a reasonable person's decision. For example, if a seller says a car has 50,000 miles on it when it actually has 100,000 miles on it, that may be a material misrepresentation.
2) Reliance: The person who was misled must have relied on the misrepresentation when they made their decision. For example, if a buyer relied on the seller's statement about the car's mileage when they bought it, then the buyer can sue for fraud.