Howard M. Cooper was quoted in Massachusetts Lawyers Weekly regarding Todd & Weld's success in obtaining the first known ruling in Massachusetts applying the Commonwealth's breach of contract statute of limitations despite a choice-of-law provision in a corporate operating agreement stating that Delaware law controls all disputes related to the agreement.
Superior Court Judge Kenneth W. Salinger found that the choice-of-law provision did not expressly state that Delaware's statutes of limitations would apply. Accordingly, the judge applied the functional approach to Massachusetts statutes of limitations and held that the Commonwealth has a greater connection to the litigation than Delaware, and in so doing denied the defendants' motions to dismiss various counts in the complaint.
Mr. Cooper told the publication that the ruling is significant to attorneys and clients negotiating agreements of every type.
“Judge Salinger has determined that, based on the Massachusetts functional approach to statutes of limitation, if you want the law of a particular state to govern which statutes of limitation are going to apply, you need to say so explicitly,” he said. “It’s not enough just to refer to the law of another state as governing.”
Alycia Kennedy of the firm worked with Mr. Cooper on this matter.