12 N.E.3d 299
Ind. Ct. App.2014Background
- Brill appeals a trial court grant of summary judgment for Regent in a breach of contract and fraud action.
- Regent cross-appeals asserting Brill’s second amended complaint is untimely under Virginia’s five-year contract-statute of limitations.
- Virginia law governs substantive and procedural issues due to choice-of-law clauses in the confidentiality agreements.
- Two confidentiality agreements (2000 and 2002) governed Brill-Regent disclosures and contain broad “Proposed Transaction/Transaction” constructs.
- The 2002 Agreement and accompanying Debtors Agreement, along with the Auction context, are central to whether Regent violated secrecy and whether Brill’s claims accrued within Virginia’s period.
- Brill filed suit in 2008; the bankruptcy process and information-sharing arrangements influenced what information Regent could or could not rely on in bidding.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Virginia law applies to statute of limitations. | Brill argues lex fori governs procedural rules. | Regent contends the clause overrides conflicts of law and applies Virginia law to procedural issues. | Virginia law governs both substantive and procedural issues; Virginia five-year limit applies. |
| Whether the trial court properly denied dismissal and Brill’s claims survive. | Brill contends timely under Virginia limit; misinterpretation of agreements supports claims. | Regent argues timely dismissal under Virginia limit; evidence insufficient for misappropriation. | The court reversed dismissal; held claims time-barred under Virginia law and Brill failed to show used confidential info. |
| Whether Regent attended and bid at the Auction in violation of the agreements. | Brill asserts the agreements prohibited Regent’s bid. | Agreements limited to non-debtor information; Debtors Agreement governs confidentiality; no exclusive dealing. | Agreements did not prohibit Regent from attending or bidding at the Auction. |
Key Cases Cited
- OrbusNeich Med. Co. v. Boston Scientific Corp., 694 F.Supp.2d 106 (D. Mass. 2010) (choice-of-law clause governs both substantive and procedural issues under contract)
- American Insurance Co. v. Frischkom, 173 F.Supp.2d 514 (S.D. W. Va. 2001) (choice-of-law provision covers all California law, substantive and procedural)
- JKL Components Corp. v. Insul-Reps, Inc., 596 N.E.2d 945 (Ind. Ct. App. 1992) (lex fori and contractual interpretation principles govern conflicts of law)
- Maroon v. State Dept. of Mental Health, 411 N.E.2d 404 (Ill. 1980) (discusses renvoi doctrine; contract context cited for conflict-of-law considerations)
- Adams v. Reinaker, 808 N.E.2d 192 (Ind. Ct. App. 2004) (four corners rule and extrinsic evidence limits in contract interpretation)