268 A.3d 556
R.I.2022Background
- In 2006 Arnold Rosenbaum took a home-equity revolving loan from Webster Bank secured by a Rhode Island residence; an amended note in 2008 added Judith Rosenbaum as obligor.
- Defendants defaulted in July 2007; Webster sued on January 6, 2016.
- The loan agreement contained a choice-of-law clause providing that federal law and Connecticut law govern; it contained no choice-of-forum or express statute-of-limitations clause.
- Rhode Island’s statute of limitations for contract actions is ten years; Connecticut’s is six years.
- Defendants argued Connecticut law (6-year SOL) governed and barred the suit; plaintiff argued Rhode Island law (10-year SOL) applied.
- The Superior Court applied Rhode Island’s interest‑weighing choice‑of‑law test, held Rhode Island’s ten‑year SOL applied, and entered judgment for Webster; the Supreme Court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Which state’s statute of limitations governs plaintiff’s contract claim? | Rhode Island law governs under the forum’s interest‑weighing choice‑of‑law analysis; RI 10‑year SOL applies. | The contract’s choice‑of‑law clause selects Connecticut law, so CT’s 6‑year SOL bars the claim. | Court declined to enforce CT choice‑of‑law for the SOL because CT had little relation to the dispute and the interest‑weighing factors favored Rhode Island; RI 10‑year SOL applies. |
| Whether the Court should adopt a rule that statutes of limitations are procedural (forum law) rather than subject to choice‑of‑law analysis | Plaintiff asked the Court to adopt the majority rule treating SOLs as procedural. | Defendants relied on the contract’s express choice‑of‑law to invoke CT substantive SOL. | Court declined to adopt a blanket procedural‑rule change and instead applied existing precedent (interest‑weighing/Harodite), which produced the same result (RI law). |
Key Cases Cited
- Harodite Industries, Inc. v. Warren Electric Corporation, 24 A.3d 514 (R.I. 2011) (endorses interest‑weighing approach for choice‑of‑law and reviews such analyses de novo)
- DeCesare v. Lincoln Benefit Life Company, 852 A.2d 474 (R.I. 2004) (in contract cases, absent stipulation, forum applies traditional conflict rules; respects express contractual choice if reasonably related)
- Woodward v. Stewart, 243 A.2d 917 (R.I. 1968) (sets policy‑based factors—predictability, interstate order, judicial simplicity, forum interests, better rule—for interest‑weighing)
- Terrace Group v. Vermont Castings, Inc., 753 A.2d 350 (R.I. 2000) (procedural law of the forum applies even when foreign substantive law governs)
- DeFontes v. Dell, Inc., 984 A.2d 1061 (R.I. 2009) (will not enforce chosen state's law if that state lacks substantial relationship to parties/transaction)
- Commerce Park Realty, LLC v. HR2‑A Corp., 253 A.3d 1258 (R.I. 2021) (refuses to apply chosen state's law when it contravenes fundamental public policy)
- Cribb v. Augustyn, 696 A.2d 285 (R.I. 1997) (applies interest‑weighing in choice‑of‑law inquiries)