Acadia Resources, Inc. v. VMS, LLC
2017 ME 126
| Me. | 2017Background
- Acadia lent VMS funds under a line of credit (around Aug 3, 2006); VMS defaulted in Nov 2008 and debt remained unpaid.
- On April 21, 2010, VMS executed a deed transferring real property to VEI; the deed was recorded on Dec 21, 2010.
- Acadia sued in April 2016 under the Uniform Fraudulent Transfer Act, alleging the April 21, 2010 transfer was fraudulent.
- VMS and VEI moved to dismiss under M.R. Civ. P. 12(b)(6), arguing the six-year statute of limitations expired April 21, 2016 (before the complaint’s docketed filing date).
- Acadia submitted extrinsic evidence (paralegal affidavit and FedEx receipt showing clerk signed for the filing on April 21, 2016) asserting the complaint was filed on April 21, 2016.
- The district court granted the motion to dismiss without treating or converting it into a summary-judgment motion; Acadia appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether court must treat 12(b)(6) motion as summary judgment when extrinsic evidence is presented | Acadia: Extrinsic evidence (affidavit + FedEx receipt) was presented, so conversion to Rule 56 required and parties entitled to opportunity to present materials | VMS/VEI: Motion was a pure 12(b)(6) statute-of-limitations dismissal; complaint was filed after limitations expired per docket date | Court: Submission of extrinsic evidence converted motion to one for summary judgment; court erred by not proceeding under Rule 56 — vacated and remanded |
| When statute of limitations began to run for fraudulent-transfer claim | Acadia: Limitations may not run until deed recording (Dec 21, 2010) under applicable statutes | VMS/VEI: Limitations began on execution date of deed (Apr 21, 2010) | Court: Did not decide on accrual date; remanded so Acadia can raise accrual/recording-date argument on remand |
Key Cases Cited
- Estate of Kay v. Estate of Wiggins, 143 A.3d 1290 (Me. 2016) (12(b) conversion to summary judgment when outside materials considered)
- Angell v. Hallee, 36 A.3d 922 (Me. 2012) (same Rule 12(b)/Rule 56 conversion principle)
- Beaucage v. City of Rockland, 760 A.2d 1054 (Me. 2000) (requiring reasonable opportunity to present materials after conversion)
- Moody v. State Liquor & Lottery Comm’n, 843 A.2d 43 (Me. 2004) (extrinsic evidence can convert a 12(b)(6) motion to summary judgment)