716 A.2d 965 | Conn. Super. Ct. | 1998
If a debtor defaults on an obligation payable in installments, when does the statute of limitations on installments due in the future begin to run? Surprisingly, this important commercial question has not been answered in Connecticut since 1787. It must now be addressed in this case.
On February 5, 1990, the defendant, Michael V. Prodoti (Prodoti), who was purchasing an automobile, signed a retail installment contract with Crest Lincoln Mercury, Inc. (Crest). Prodoti agreed to pay Crest sixty monthly payments of $330.83 each. The first payment was due on March 7, 1990. The contract provides that: "You'll be in default if . . . [y]ou miss or are more than 10 days late with a monthly payment." It also provides that: "If you're in default, we can demand immediate payment of the unpaid total of payments." Prodoti made his payments until September 30, 1991, when he made the *326 payment that had been due on September 7, 1991. He made no payments after that date. By that time, Crest had assigned the contract to the Bank of New Haven (the bank).
On November 8, 1991, the bank wrote to Prodoti informing him that he owed $661.66 and that it intended to repossess his automobile unless he paid that sum by November 18, 1991. It further informed him that if repossession occurred, the property would be sold at private sale pursuant to General Statutes (Rev. to 1991) § 42-98 (now codified as amended at General Statutes §
The bank subsequently assigned the contract and the deficiency balance allegedly due on the contract to the Cadle Company (Cadle). Cadle commenced this action against Prodoti on January 31, 1998. Cadle's complaint is in one count alleging breach of contract. On March 27, 1998, Prodoti filed the motion for summary judgment now before the court. The motion does not dispute the merits of Cadle's action but claims that the action is barred by the applicable statute of limitations. The motion was heard on April 13, 1998.
It is common ground that the applicable statute of limitations is General Statutes §
Neither party claims that the contract in question was a negotiable instrument within the meaning of article 3 of the Uniform Commercial Code. The contract was not "payable to order or to bearer." General Statutes (Rev. to 1989) §
Prodoti claims that the cause of action accrued on October 18, 1991. That is when he was ten days late with the payment due on October 7, 1991, and was in default pursuant to the terms of the contract. The problem with this analysis is that it ignores the fact that, while Prodoti may have been in default on one installment, he still owed additional installments in the future. The fact that a cause of action may have accrued with respect to an installment in default does not necessarily mean that a cause of action has also accrued against future installments that are not even due.
This consideration is underlined by the terms of the contract in question here, which make acceleration of the total unpaid debt optional rather than mandatory on the creditor's part. The bank's letter of November 8, 1991, makes it clear that the only amount considered due at that time was the sum of $661.66. It is also clear from the terms of the letter that no total unpaid balance would be due and owing until sale of the automobile had occurred. As mentioned, that latter date turned out to be February 20, 1992, a date within the six year statute of limitations.
This analysis is consistent with a body of law that is deeply ingrained in Western legal thought. Legal archaeology on this issue yields impressively consistent results. Writing in the mid-eighteenth century, an influential French jurist explained what he termed the law *328 of prescriptions: "When a debt is payable at several terms, I see no inconvenience in holding, that the time of prescription begins to run from the expiration of the first term, for the part then payable, and for the other parts only from the day of expiration of the respective terms of payment. For instance, if you owed me 3000 livres, payable by three yearly instalments, the prescriptions for one third of the debt would begin to run from the 1st January, 1735; for the second, from the 1stJanuary, 1736; for the remaining third, from the 1st January, 1737; and the debt will be prescribed [on a thirty year statute], for the first, in 1765; for the second, in 1766, and for the last, in 1767." (Emphasis in original.) 1 R. Pothier, A Treatise on the Law of Obligations or Contracts (1761) (W. Evans translator 3d American Ed. 1853), pp. 496-97.
Harris v. Thomas, 1 Kirby (Conn.) 267 (1787) (the first, and still the last, Connecticut authority on the subject) is to the same effect. The defendant in Harris had entered into a bond of recognizance for a putative father in a bastardy action. In defending a subsequent action on the bond, he raised a statute of limitations defense. The court dealt with that defense as follows: "That more than a year had elapsed from the time of the final judgment against the principal, before the bringing this suit; this would ordinarily have exonerated the bail-but it did not exonerate him in this case. The judgment here, was for the quarterly payments, for four years from the birth of the child, and the recognizance held for the performance of the whole: The declaration, therefore, sets forth a good cause of action, and there is nothing disclosed by the defendant sufficient to bar the recovery." Id., 268-69.
Although many principles of law have changed profoundly since the eighteenth century, this one has not. See, e.g., 18 S. Williston, Contracts (3d Ed. Jaeger 1978) § 2026C, p. 787; annot. When Statute of Limitations *329
begins to run against action to recover upon contract payable in installments, 82 A.L.R. 316 (1933). The rule of Harris not only remains viable but is consistent with modern policy analysis. The New York Court of Appeals has recently explained that: "If a creditor's action against a [debtor] accrues wholly and immediately at the point of the first default in payment — the six year limitations period for any action against the [debtor] clocking in at that point — then creditors would be left with no alternative or incentive but to accelerate the entire debt or risk losing all opportunity to pursue [it]. The prudent commercial practice rule would keep in place incentives to the creditor to proceed with some flexibility in working with the debtor based on stipulated contractual provisions. In that dynamic, for example, parties might be able to continue to work toward amicable and fair resolutions between themselves rather than immediately drawing litigation swords and marching off to a courthouse." Phoenix Acquisition Corp. v. Campcore, Inc.,
The Phoenix Acquisition policy analysis is consistent with the sound commercial practice followed by the bank in this case. The bank did not immediately accelerate the debt. In fact, no irreversible acceleration of the debt occurred until the automobile was sold on February 20, 1992. Until then, sufficient flexibility remained to accommodate some financial arrangement between the parties short of acceleration. Such flexibility is in the interest of both creditors and debtors and should plainly be encouraged.
It is undoubtedly true that the statute of limitations clock begins to run irreversibly when an optional acceleration clause is exercised by a demand of full payment before all installments become due. See NavyFederal Credit Union v. Jones,
The motion for summary judgment is denied.
