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Premier Capital, LLC v. KMZ, Inc. (Lawyers Weekly No. 10-033-13)

NOTICE:  All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports.  If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA 02108-1750;  (617) 557-1030;     SJC‑11136   PREMIER CAPITAL, LLC  vs.  KMZ, INC.     Hampden.     November 6, 2012.  ‑  March 7, 2013. Present:  Ireland, C.J., Spina, Cordy, Botsford, Gants, Duffly, & Lenk, JJ.     Limitations, Statute of.  Negotiable Instruments, Note.  Contract, Under seal.  Statute, Retroactive application.  Corporation, Corporate successor liability.  Uniform Commercial Code, Payment on negotiable instrument.       Civil action commenced in the Superior Court Department on July 3, 2007.   The case was heard by Constance M. Sweeney, J., on motions for summary judgment.   The Supreme Judicial Court on its own initiative transferred the case from the Appeals Court.     Thomas J. Morrissey for the plaintiff. Carolyn L. McCaffrey for the defendant.     DUFFLY, J.  Premier Capital, LLC (Premier), is in the business of debt acquisition, management, and collection.  Premier filed an action in the Superior Court on July 3, 2007, alleging that it is the current holder of a sealed promissory note (note) from Max Zeller Furs, Inc. (Zeller), executed on September 10, 1987, and that KMZ, Inc. (KMZ), is liable on the note as the successor in interest. KMZ and Premier filed cross motions for summary judgment.  A Superior Court judge allowed KMZ’s motion on the ground that Premier’s complaint was not timely filed.  Nonetheless, the judge also denied Premier’s cross motion after concluding that there was a genuine issue of material fact whether KMZ is a successor in interest to Zeller.  Premier appealed, and we transferred this case here on our own motion in order to decide whether the six-year statute of limitations set forth in art. 3 of the Uniform Commercial Code (UCC), G. L. c. 106, § 3-118, governs an action on a sealed promissory note. We conclude that G. L. c. 106, § 3-118, does apply, but only to causes of action accruing after its enactment in 1998.  Consequently, because Premier’s cause of action accrued before G. L. c. 106, § 3-118, was enacted, and the note upon which Premier filed suit was executed under seal, Premier timely commenced its action against KMZ under the twenty-year statute of limitations governing actions on contracts under seal, G. L. c. 260, § 1.  Therefore, KMZ’s motion for summary judgment should have been denied. We conclude also that Premier’s motion for summary judgment was denied properly.  Premier maintained that the undisputed facts in the summary judgment record establish that KMZ is the successor in interest to Zeller, […]


Posted by Massachusetts Legal Resources - March 7, 2013 at 3:19 pm

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