Rolwing v. Nestle Holdings, Inc., 2014 Mo. LEXIS 153

Rolwing alleges a 2001 merger between Nestle and Ralston Purina; Rolwing, a Ralston shareholder, contends Nestle promised $33.50 per share.
Rolwing alleges the stock was cancelled December 12, 2001, but payment to shareholders occurred December 18, 2001.
Rolwing filed a class action on March 30, 2011 claiming Nestle breached by failing to timely pay the $33.50 per share and seeking statutory interest.
The trial court dismissed the petition as barred by the five-year statute of limitations in section 516.120(1).
Rolwing argues the 10-year statute in section 516.110(1) applies, or that tolling by an Ohio class action may render the suit timely.
The court affirms, holding five-year limitations apply and Ohio tolling is not applicable.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Which statute of limitations governs	Rolwing favors 10-year, 516.110(1)	Nestle supports 5-year, 516.120(1)	5-year statute governs
Whether the 5-year period was tolled by the Ohio action	Pending Ohio action tolls under American Pipe	Tolling not recognized across states; not applicable	Ohio action did not toll Missouri statute
Whether equitable tolling applies	Equitable tolling should save timely filing	No basis for tolling shown	No equitable tolling shown
Whether the petition could be amended to allege tolling	Alleged tolling facts could be added	Allegation is legal conclusion without basis	Amendment not authorized to cure tolling defects

Hughes Development Co. v. Omega Realty Co., 951 S.W.2d 615 (Mo. banc 1997) (10-year statute applies to money-payment breach when plaintiff seeks payment as promised)
Community Title Co. v. Stewart Title Guaranty Co., 977 S.W.2d 501 (Mo. banc 1998) (10-year statute applies to written promises to pay money; extrinsic proof permitted for amount)
American Pipe & Construction v. Utah, 414 U.S. 538 (U.S. 1974) (tolling of class actions; inapplicable across state actions)