2138747 Ontario, Inc. v. Samsung C&T Corp.
New York’s borrowing statute, N.Y. C.P.L.R. 202, applies when contracting parties have agreed that their contract would be “enforced” according to New York law. Plaintiff brought this action for breach of contract and unjust enrichment in state court in New York. SkyPower Corp., an Ontario renewable energy developer, had assigned its claims against Defendants to Plaintiff, also an Ontario corporation. Defendants moved to dismiss the complaint, arguing that the action was time-barred pursuant to Ontario’s two-year statute of limitations, which applied pursuant to section 202. Plaintiff contended that the choice-of-law provision in the non-disclosure agreement (NDA) entered into by SkyPower and Defendants required the conclusion that the parties intended to preclude application of section 202 and instead apply the six-year limitations period provided by N.Y. C.P.L.R. 213(2). Supreme Court dismissed Plaintiff’s claims asserted on SkyPower’s behalf as time-barred. The Appellate Division affirmed. The Court of Appeals affirmed, holding that because the contracting parties chose New York’s procedural law, and section 202 is part of that procedural law, the borrowing statute applied. View "2138747 Ontario, Inc. v. Samsung C&T Corp." on Justia Law