Reclaimant Corp. v. William J. Deutsch

Summary

The court held that Delaware law governs the substantive rights and liabilities arising from the limited partnership agreement, but Connecticut law governs the procedural question of timeliness. Because unjust enrichment is a common-law restitutionary claim, the applicable limitation period is procedural, so Connecticut law controls rather than the Delaware provision governing distributions. The court further held that the unjust enrichment claims are not subject to Connecticut's tort limitation period, but may be subject to laches, requiring remand for consideration of laches and the defendants' remaining summary judgment grounds.