Content area
Full Text
Where a plaintiff owner of 30 percent of a Delaware limited liability company has brought suit over the dissolution of the LLC, his claims are governed by the six-year Massachusetts statute of limitations rather than the three-year Delaware statute of limitations.
“The parties disagree as to whether the Massachusetts or Delaware statute of limitations applies to (plaintiff Daniel] Petrucci’s claims for breach of contract, unjust enrichment, and breach of fiduciary duty.
“The MMS operating agreement provided that ‘This Agreement and the application or interpretation hereof, shall be governed exclusively by the laws of the State of Delaware, and specifically the Act,’ meaning the Delaware Limited Liability Company Act as amended. …
“Petrucci … contends that the choice of law provision does not control which state’s limitations period applies, that under the functional analysis required by Supreme Judicial Court precedent Massachusetts law governs with respect to all of the statutes of limitations, and as...