Two parties agree that their contract will be “governed by, construed and enforced in accordance with the laws of the state of New York.” One party sues the other in New York. Does New York’s statute of limitations apply? On the facts before it, the Appellate Division, First Department, held in 2138747 Ontario, Inc. v. Samsung C&T, 2016 NY Slip Op 06671 (1st Dept. Oct. 11, 2016), that the statute of limitations of Ontario, Canada, applied even though the suit was brought in a New York court and under a contract selecting New York law. Samsung C&T is a cautionary tale about how much law choice-of-law clauses actually choose when it comes to statutes of limitations.
The Borrowing Statute
When disputes touch jurisdictions outside of New York, the applicable statute of limitations is determined by New York’s borrowing statute. The borrowing statute provides:
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