Massachusetts Lawyers Weekly article, “Despite ‘choice of law,’ Mass. statute applies,” quotes Joseph L. Bierwirth
Massachusetts’ six-year statute of limitations applied to a breach-of-contract claim even though the corporate operating agreement the case arose under contained a choice-of-law provision stating that Delaware law would govern any dispute, a Superior Court judge has determined.
The plaintiff in the case had sued his fellow owners of a closely held corporation for allegedly freezing him out of the company before dissolving it and transferring its assets into a new, more profitable venture that excluded him. Under Delaware’s three-year statute of limitations for contract claims, his lawsuit would have been time-barred.
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