SFI LTD. Partnership 53 v. Ray Anderson, Inc., A-15-1067

Background

In 2005 SFI LTD. agreed to buy property from Ray Anderson, Inc. for $800,000; the parties closed on February 15, 2006.
The First Amendment to Purchase Agreement (Feb. 13, 2006) disclosed soil contamination from former underground fuel tanks and required Ray Anderson to remediate specific items (tank removal, soil replacement, termination/modification of Amoco agreements/restrictions, NDEQ "No Further Action" letter, independent soils engineer certification) within set deadlines (most tasks within 90 days; NDEQ letter and certification within 2 years).
$200,000 of the purchase price was placed in escrow; escrow terms awarded the funds to SFI if remediation deadlines were missed, or to Ray Anderson if remediation was timely completed.
SFI waited until January 14, 2014 (almost six years after the latest remediation deadline, Feb. 15, 2008) to sue, alleging Ray Anderson breached remediation obligations and seeking the $200,000 in escrow.
Ray Anderson counterclaimed for the escrow funds and raised defenses including statute of limitations, laches, waiver, and asserted unjust enrichment; the district court granted summary judgment to Ray Anderson on the declaratory/escrow claim, finding SFI’s breach claim time-barred and that SFI waived the escrow conditions by failing to timely sue.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether SFI’s contract breach claim was time‑barred	SFI argued its claim was timely or the agreement waived/extended the statute of limitations	Ray Anderson argued the 5‑year statute for written contracts accrued after the two‑year remediation deadline and SFI filed after 5 years	Court held claim accrued Feb 16, 2008; 5‑year limitations elapsed before Jan 14, 2014 — claim barred
Whether paragraph 9 of the First Amendment waived or tolled the statute of limitations	SFI relied on paragraph 9 (no waiver of remedies/delay not a waiver) as an implicit waiver/extension of limitations	Ray Anderson argued paragraph 9 preserves remedies but does not extend or waive statutory limitations; specific escrow/paragraph 12 govern defaults	Court held paragraph 9 does not waive/extend the statute of limitations; such a reading would be absurd and conflicts with specific escrow/paragraph 12 terms
Whether SFI waived conditions precedent to payment from escrow by inaction	SFI argued it did not waive conditions and disputed whether remediation was timely completed	Ray Anderson argued SFI’s failure to timely sue and lengthy post‑deadline conduct constituted waiver of conditions precedent	Court held SFI’s lengthy delay (nearly six years) and failure to prosecute constituted an implied waiver of conditions precedent; escrow funds awarded to Ray Anderson
Whether summary judgment was appropriate on the escrow/declaratory claim	SFI sought summary judgment to recover escrow funds	Ray Anderson sought summary judgment declaring entitlement to escrow funds given waiver/time bar	Court affirmed summary judgment for Ray Anderson on declaratory/escrow entitlement; denied summary judgment for both on breach claim due to statute‑bar issue resolved as matter of law

Key Cases Cited

Weber v. North Loup River Public Power and Irrigation District, 288 Neb. 959, 854 N.W.2d 263 (summary judgment standard and evidence viewed for nonmoving party)
Irving F. Jensen Co., Inc. v. State, Dept. of Roads, 272 Neb. 162, 719 N.W.2d 716 (appellate review of statute of limitations determinations)
Hans v. Lucas, 270 Neb. 421, 703 N.W.2d 880 (contract interpretation is a question of law reviewed de novo)
Timberlake v. Douglas County, 291 Neb. 387, 865 N.W.2d 788 (avoid contract interpretations that yield unreasonable or absurd results)
National Bank of Commerce Trust & Savings Ass’n v. Ham, 256 Neb. 679, 592 N.W.2d 477 (5‑year limitations for written contracts)
Snyder v. Case, 259 Neb. 621, 611 N.W.2d 409 (cause of action accrues at time of breach)
Pearce v. ELIC Corp., 213 Neb. 193, 329 N.W.2d 74 (waiver of contractual rights or conditions precedent may be inferred by conduct)