Reclaimant Corp. v. Deutsch

         Argued November 7, 2018

         Appeal from the Superior Court, Judicial District of Stamford, Genuario, J.

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          David S. Golub, with whom, on the brief, was Jonathan M. Levine, Stamford, for the appellant (plaintiff).

         Howard Graff, pro hac vice, with whom, on the brief, were Stephen G. Walko and Andrea C. Sisca, Greenwich, for the appellees (defendants).

         McDonald, D’Auria, Mullins, Kahn, Ecker and Vertefeuille, Js.

          OPINION

         ECKER, J.

         [332 Conn. 592] The narrow issue presented by this appeal is whether the statute of limitations of the state of Connecticut or the state of Delaware governs the unjust enrichment claims brought by the plaintiff, Reclaimant Corp., against the defendants, William J. Deutsch and Laurence B. Simon, seeking recovery for alleged overpayments issued to the defendants by the plaintiff’s putative predecessor in interest pursuant to a limited partnership agreement. The trial court rendered summary judgment in favor of the defendants, concluding that the plaintiff’s unjust enrichment claims were governed by Delaware law and were time-barred under the three-year statute of limitations

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in the Delaware Revised Uniform Limited Partnership Act (DRULPA), Del. Code Ann. tit. 6, § 17-607 (c) (2005).^[1] On appeal, the plaintiff contends that summary judgment was improper because Connecticut law governs the timeliness of its unjust enrichment claims and that those claims timely were filed under Connecticut law.

         We conclude that Delaware law governs the substantive rights and liabilities of the parties arising out of the limited partnership agreement but that Connecticut [332 Conn. 593] law governs matters of judicial administration and procedure. We further conclude that, because the plaintiff’s unjust enrichment claims have a common-law origin, the limitation period properly is "characterized as procedural because it functions only as a qualification on the remedy to enforce the preexisting right." Baxter v. Sturm, Ruger & Co., 230 Conn. 335, 347, 644 A.2d 1297 (1994). Thus, Connecticut law, rather than Delaware law, controls the timeliness of the plaintiff’s claims. We therefore reverse the judgment of the trial court and remand the case for further proceedings.

          I

         The record reveals the following relevant facts and procedural history. In 2007, the defendants entered into a limited partnership agreement with SV Special Situations Fund LP (SV Fund), a Delaware limited partnership formed for the purpose of investing in and trading securities and other investments. In early 2008, the defendants redeemed their respective investments and withdrew from the partnership as of March 31, 2008. Deutsch received approximately 90 percent of the funds in his capital account, for a total distribution in the amount of $22,309,473.03, and Simon received approximately 90 percent of the funds in his capital account, for a total distribution in the amount of $2,176,785.80.^[2]

          By letters dated September 4, 2012, Scott A. Stagg, the director of SV Fund, informed each of the defendants that the "net asset value of your interest in the ... Fund was ... overstated [at the time you redeemed your investment], resulting in ... overpayment ...." Stagg alleged that Deutsch had received a total overpayment in the amount of $7,047,974.03 and that Simon had received a total overpayment in the [332 Conn. 594] amount of $724,557.80, and he demanded that the defendants return the alleged overpayments within thirty days.

          The defendants responded by requesting documentation and clarification of the alleged overpayments. The defendants also requested payment of the remaining funds in their capital accounts, which had been held back at the time of redemption. Specifically, Deutsch asked for the payment of $807,127.97 and Simon asked for the payment of $102,753.

          SV Fund was liquidated in February, 2013, and its claims against the defendants were assigned to the plaintiff. On May 8, 2013, the plaintiff filed a two-count complaint against the defendants, both of whom reside in Connecticut. In the first count, the plaintiff alleged that Deutsch had been "unjustly enriched as a result of ...