Samjungcast Co. v. Expway Corp. CA6, H048862

Samjungcast (South Korean company) and Expway (Delaware corp. with California presence) entered a December 2014 Value Added Reseller (VAR) Agreement giving Samjungcast rights to resell Expway software in South Korea; the VAR specified California law and exclusive California jurisdiction for disputes.
Samjungcast alleges Expway/agent Jeong made false promises of three imminent customers, promised revenue shares (20–30%), solicited kickbacks through Jeong, refused to pay commissions or hourly service fees, withheld demo software unless Samjungcast paid a prohibitive fee, and hired away Samjungcast’s chief engineer.
Samjungcast sued in New York in April 2016; the New York court dismissed on forum non conveniens and Samjungcast’s appeal was dismissed as untimely; Samjungcast filed a California action in March 2019 and the FAC in July 2020.
Expway demurred on statute-of-limitations grounds; the trial court sustained the demurrer without leave to amend and entered judgment for Expway.
The Court of Appeal affirmed dismissal of the tort claims (fraud and tortious interference) as time-barred but reversed as to the contractual claims, holding the FAC adequately alleged a timely breach of the implied covenant under the written VAR (four-year limitations).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether equitable tolling applies for time spent litigating in New York	Samjungcast: NY suit and appeal tolled California limitations	Expway: NY choice was unreasonable; tolling unavailable	Tolling denied—Samjungcast failed to show objectively reasonable pursuit of NY forum
Whether breach-of-contract (including implied covenant) claims are timely	Samjungcast: breach of implied covenant in VAR (written) is within 4-year period; demo fee and poaching frustrated bargained-for benefits	Expway: theories rest on oral promises; if based on written VAR, plaintiff’s pleading is a sham or fails to identify breaches	Court: implied covenant claim tied to written VAR survives (timely); demurrer overruled as to 1st & 5th causes of action
Whether fraud claim is timely (discovery rule)	Samjungcast: fraudulent inducement and other misrepresentations induced reliance and damages	Expway: fraud accrued upon the alleged misrepresentations; plaintiff cannot show delayed discovery or diligence	Fraud claim barred—accrual occurred well before filing and plaintiff failed to plead discovery/diligence sufficiently
Whether tortious interference claims are timely	Samjungcast: Expway interfered by withholding demo software and retaining Samsung account	Expway: interference completed years before suit; two-year limit applies	Tortious interference barred by two-year limitations; demurrer sustained without leave to amend

Saint Francis Memorial Hosp. v. State Dept. of Public Health, 9 Cal.5th 710 (2017) (equitable tolling is narrow and requires timely notice, lack of prejudice, and plaintiff diligence)
McDonald v. Antelope Valley Cmty. Coll. Dist., 45 Cal.4th 88 (2008) (equitable tolling elements and application where plaintiff pursued alternate remedy)
Fox v. Ethicon Endo-Surgery, Inc., 35 Cal.4th 797 (2005) (to invoke discovery rule plaintiff must plead time and manner of discovery and inability to discover earlier despite diligence)
Romano v. Rockwell Internat., Inc., 14 Cal.4th 479 (1996) (contract cause of action accrues at the time of breach)
Archdale v. Am. Internat. Specialty Lines Ins. Co., 154 Cal.App.4th 449 (2007) (four-year limitations applies to claims based on written contracts, including implied covenant)
Blank v. Kirwan, 39 Cal.3d 311 (1985) (when demurrer sustained without leave, plaintiff bears burden to show amendment could cure defect)
Yvanova v. New Century Mortgage Corp., 62 Cal.4th 919 (2016) (appellate review of demurrer accepts truth of properly pleaded facts and may consider matters judicially noticed)