332 Conn. 590
Conn.2019Background
- Defendants (Connecticut residents) were limited partners in a Delaware limited partnership (SV Fund) and redeemed ~90% of their capital accounts in early 2008, receiving large distributions.
- In 2012 SV Fund notified the defendants of alleged overpayments and demanded repayment; SV Fund liquidated in Feb. 2013 and assigned its claims to Reclaimant Corp., which sued in Connecticut in May 2013 for unjust enrichment (restitution) to recover the overpayments.
- The limited partnership agreement contains a choice-of-law clause: all rights and liabilities governed by Delaware law.
- Defendants pleaded multiple affirmative defenses, including that the claims are time-barred by DRULPA §17-607(c) (Delaware 3-year limitation/statute of repose), or by Conn. Gen. Stat. §52-577 (3-year tort limitation), and laches.
- Trial court granted summary judgment for defendants, holding Delaware law (including §17-607[c]) governed limitations; Reclaimant appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Choice-of-law on statute of limitations: Does Delaware or Connecticut law govern timeliness? | Choice clause applies only to substantive law; limitations are procedural and governed by Connecticut. | Broad choice clause adopts Delaware law (including §17-607[c]) for rights/liabilities, so Delaware limitations apply. | Delaware law governs substantive rights, but Connecticut procedural law governs the limitations issue; Connecticut law controls timeliness. |
| Characterization of DRULPA §17-607(c): substantive (repose) or procedural? | N/A (plaintiff argues it need not apply because procedural law of forum governs). | §17-607(c) is a statute of repose that extinguishes liability after 3 years and thus is substantive. | §17-607(c) is a statute of repose, but because unjust enrichment claims derive from Delaware common law, the limitation functions as procedural for choice-of-law purposes. |
| Whether unjust enrichment is subject to Conn. §52-577 (3‑year tort statute) | Unjust enrichment is equitable restitution, so not governed by tort statute; either no statute applies or Conn. §52-576 (6-year contract) analogously applies. | Claim is akin to tort; §52-577 should bar the claim as untimely. | Unjust enrichment is an equitable claim; statutes of limitations like §52-577 do not strictly apply — timeliness governed by laches; §52-577 does not bar the equitable claims. |
| Whether trial court judgment can be affirmed on alternative grounds (laches or other defenses) | N/A | Even under Connecticut law, laches or other defenses/bar to equitable relief could defeat claim. | Court remanded for trial court to consider laches and other outstanding summary judgment grounds because trial court made no factual findings on laches. |
Key Cases Cited
- Baxter v. Sturm, Ruger & Co., 230 Conn. 335 (Conn. 1994) (statute of limitations characterization for choice-of-law depends on whether right preexisted at common law)
- Fleer Corp. v. Topps Chewing Gum, Inc., 539 A.2d 1060 (Del. 1988) (defines unjust enrichment in Delaware as a restitutionary common-law claim)
- Schock v. Nash, 732 A.2d 217 (Del. 1999) (unjust enrichment elements and characterization under Delaware law)
- Dunham v. Dunham, 204 Conn. 303 (Conn. 1987) (equitable claims are governed by laches rather than strict statutory limitations)
- Paine Webber Jackson & Curtis, Inc. v. Winters, 22 Conn. App. 640 (Conn. App. 1990) (forum applies its own procedural rules even when foreign substantive law governs)
- Montoya v. Montoya, 280 Conn. 605 (Conn. 2006) (choice-of-law clause governs substantive law; procedural matters governed by forum)
- Federal Deposit Ins. Corp. v. Peterson, 770 F.2d 141 (10th Cir. 1985) (choice-of-law provisions ordinarily incorporate substantive, not procedural, law)