William J. DEUTSCH et al.
November 7, 2018
from the Superior Court, Judicial District of Stamford,
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S. Golub, with whom, on the brief, was Jonathan M. Levine,
Stamford, for the appellant (plaintiff).
Graff, pro hac vice, with whom, on the brief, were Stephen G.
Walko and Andrea C. Sisca, Greenwich, for the appellees
DAuria, Mullins, Kahn, Ecker and Vertefeuille, Js.
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 plaintiffs putative predecessor in
interest pursuant to a limited partnership agreement. The
trial court rendered summary judgment in favor of the
defendants, concluding that the plaintiffs unjust enrichment
claims were governed by Delaware law and were time-barred
under the three-year statute of limitations
in the Delaware Revised Uniform Limited Partnership Act
(DRULPA), Del. Code Ann. tit. 6, § 17-607 (c)
(2005). 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.
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 plaintiffs 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 plaintiffs claims. We therefore reverse
the judgment of the trial court and remand the case for
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.
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
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.
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 ...