limitations defense in Delaware

2024The Superior Court denied the motion, and the Supreme Court affirmed, explaining that the Borrowing Statute does not apply where its application would “subvert[] the statute’s fundamental purpose, by enabling [the plaintiff] to prevail on a limitations defense that would never have been available to it . . . in the jurisdiction where the cause of action arose.” Id. at 17-18 .

2020The Superior Court reasoned that applying the borrowing statute would reward the plaintiff for forum shopping, which would “basically turn the borrowing statute on its head for the purpose for which it was enacted.” 33 The Delaware Supreme Court 32 Saudi Basic, 866 A.2d 1 . 33 Id. at 15 . 11 affirmed, holding that applying the borrowing statute would “subvert the statute’s fundamental purpose, by enabling [the plaintiff] to prevail on a limitations defense that would never have been available to it . . . in the jurisdiction where the cause of action arose.” 34 As this Court previously observed

2022Chief Justice Strine reasoned that “[t]o allow fiduciaries who engaged in illegal conduct to wield a limitations defense against stockholders who relied in good faith on those fiduciaries when their disclosures provided no fair inquiry notice of claims would be inequitable.” Id.

2022Chief Justice Strine reasoned that “[t]o allow fiduciaries who engaged in illegal conduct to wield a limitations defense against stockholders who relied in good faith on those fiduciaries when their disclosures provided no fair inquiry notice of claims would be inequitable.” Id.

2026However, because the issue of legal frivolity is dispositive, the Court need not rely on the statute of limitations as the ground for dismissal. 20 See Dunlap, 878 A.2d at 441 (“. . . implied good faith cannot be used to . . . create a free- floating duty . . . unattached to the underlying legal document.”) (internal quotations omitted). 21 See id. at 444 . 22 Claims sounding in contract are subject to a three-year limitations period. 10 Del.

2026However, because the issue of legal frivolity is dispositive, the Court need not rely on the statute of limitations as the ground for dismissal. 20 See Dunlap, 878 A.2d at 441 (“. . . implied good faith cannot be used to . . . create a free- floating duty . . . unattached to the underlying legal document.”) (internal quotations omitted). 21 See id. at 444 . 22 Claims sounding in contract are subject to a three-year limitations period. 10 Del.

2025S’holders Litig., In re, 698 A.2d 949, 958 (Del.

2024See Bear Stearns, 2015 WL 139731 , at *12 (“Assuming that the Borrowing Statute called for applying Delaware’s shorter statute of limitations period, then Delaware’s rules about the operation of that shorter period, including when claims accrue, also applied.”); see also Frombach v. Gilbert Assocs., Inc., 236 A.2d 363, 366 (Del. 1967) (“[T]he borrowed statute [of limitations] is accepted with all its accoutrements . . . .”); de Adler v. Upper N.Y.

2023C. § 7-309(b), relating to contractual limitations of a carrier’s liability, to mean the actual and correct value of the goods to be transported.69 Plaintiff takes the position that the Delaware Superior Court in Dunfee v. Blue Rock Van & Storage, Inc.70 upheld the liability limitations provision because the “contract fairly spells out the limitation of liability and contains a provision for increased charges and additional insurance where an excess value is declared.”71 Plaintiff contends that “Defendant [Subcontractor] was the only party who had the foresight, ability, and opportunity to asc

2020Int’l Gp., 965 A.2d at 812 (“But, the only reason that it took so long to bring any of these claims is because AIG’s public filings, upon which its stockholders were entitled to rely, concealed the wrongdoing.”); In re Tyson Foods, 919 A.2d at 591 (“Plaintiffs were entitled to rely upon the competence and good faith of those protecting their interests”); Carsanaro v. Bloodhound Techs., Inc., 65 A.3d 618, 646 (Del.

2020Int’l Gp., 965 A.2d at 812 (“But, the only reason that it took so long to bring any of these claims is because AIG’s public filings, upon which its stockholders were entitled to rely, concealed the wrongdoing.”); In re Tyson Foods, 919 A.2d at 591 (“Plaintiffs were entitled to rely upon the competence and good faith of those protecting their interests”); Carsanaro v. Bloodhound Techs., Inc., 65 A.3d 618, 646 (Del.

2005Robinson v. Johnson, 313 F.3d 128, 135-36 (3rd Cir.2002). 8 .

2005Robinson, 313 F.3d at 135 (“The Commonwealth argues, and we agree, that a limitations defense does not necessarily have to be raised in the answer.