Creative Playthings Franchising, Corp. v. Reiser

978 N.E.2d 765, 463 Mass. 758, 2012 Mass. LEXIS 1088
CourtMassachusetts Supreme Judicial Court
DecidedNovember 21, 2012
StatusPublished
Cited by18 cases

This text of 978 N.E.2d 765 (Creative Playthings Franchising, Corp. v. Reiser) is published on Counsel Stack Legal Research, covering Massachusetts Supreme Judicial Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Creative Playthings Franchising, Corp. v. Reiser, 978 N.E.2d 765, 463 Mass. 758, 2012 Mass. LEXIS 1088 (Mass. 2012).

Opinion

Duefly, J.

This case, before us as a certified question from the United States District Court for the District of Massachusetts, presents whether:

“In a franchise agreement which is governed by Massachusetts law, is a limitations period in the contract shortening the time within which claims must be brought valid and enforceable under Massachusetts law?”

General Laws c. 260, § 2, sets forth a six-year limitations period, after a cause of action based on contract accrues, within which such an action may be brought. Nonetheless, in particular [759]*759circumstances, we have long allowed the limitations period within which a claim arising from a contract may be brought to be shortened by contractual agreement.2 See, e.g., Albrecht v. Clifford, 436 Mass. 706, 717-718 (2002) (plaintiffs’ claims for breach of express warranty on construction of new home, brought five years after purchase, were barred “by the parties’ own limitation[s] period” of one year, where plaintiffs did not notify builder of any problem within one-year notice period set forth in purchase and sale agreement); Cunningham Leather Co. v. American-Hawaiian S.S. Co., 285 Mass. 232, 234-235 (1934) (holding four-month contractual limitations period for liability for hides shipped enforceable, and noting that it is “well settled” that common carriers may enforce such contractual limitations periods “provided they are just and reasonable and not contrary to public policy”); Amesbury v. Bowditch Mut. Fire Ins. Co., 6 Gray 596 (1856) (Amesbury) (holding that six-year statutory limitations period for bringing insurance claim may be shortened to four months by contract bylaw); Nute v. Hamilton Mut. Ins. Co., 6 Gray 174, 177, 180-181 (1856) (limiting discussion to provision in insurance policy, but observing in dicta, “The time within which money shall be paid, land conveyed, a debt released, and the like, are all matters of contract, and depend on the will and act of the parties .... A stipulation, that an action shall not be brought after a certain day or the happening of a certain event, . . . is a stipulation that a right shall cease and determine if not pursued in a particular way within a limited time, and . . . is a fit subject for contract, affecting the right created by it”).

We have not, however, stated categorically that such a shortening of the statutory limitations period is generally enforceable. We discern no reason why Massachusetts contract law should differ from Federal law on this issue, or why limitations provisions should be singled out and subject to a blanket prohibition against the parties’ agreement to any shortening of the statutorily prescribed maximum limitations period. See TAL Fin. Corp. v. CSC Consulting, Inc., 446 Mass. 422, 430 (2006) (“Under [760]*760freedom of contract principles, generally, parties are held to the express terms of their contract, and the burden of proof is on the party seeking to invalidate an express term”); 15 A. Corbin, Contracts § 79.4, at 20 (rev. ed. 2003). See generally I.V. Servs, of Am., Inc. v. Inn Dev. & Mgt., Inc., 7 F. Supp. 2d 79, 86 (D. Mass. 1998), aff’d, 182 F.3d 51 (1st Cir. 1999), citing Annot., Validity of Contractual Time Period, Shorter than Statute of Limitations, for Bringing Action, 6 A.L.R.3d 1197 (1966). Where a claim arises based on a contract, and the contractually shortened limitations period is reasonable and not contrary to other statutory provisions or to public policy, we answer the certified question in the affirmative.

Background. The essential facts in this case are undisputed. Creative Playthings, Ltd., a Massachusetts corporation, designs, manufactures, and markets residential outdoor wooden swing sets and related products. In August, 2004, the defendant, James A. Reiser, Jr., entered into a franchising agreement with Creative Playthings Franchising, Corp. (Creative),3 to operate a Creative Playthings franchise store in Florida, where he resided. The agreement states that, except to the extent governed by United States trademark law, it would “be deemed executed in Massachusetts and its interpretation, validity and performance as well as the relationship of the parties, and all of their rights, shall be governed by the law of the Commonwealth of Massachusetts.” Section 6.09 of the agreement contains a “Limitations” clause providing:

“Notwithstanding any provision of law which provides for a longer limitations period, we agree that neither will bring, commence or maintain an action or claim of any kind, in connection with any liability or obligation of the other party arising in connection with this Agreement or [761]*761the relationship created hereby, or otherwise, unless brought before the expiration of the earlier of (i) one (1) year after the date of discovery of the facts resulting in such alleged liability or obligation, or if earlier, the date such facts should or could have been discovered with reasonable diligence; or (ii) eighteen (18) months after the date of the first act or omission giving rise to such alleged liability or obligation. Actions and claims brought or asserted after expiration of the applicable limitations period shall be barred.”

In July, 2009, Creative terminated its agreement with Reiser, alleging that he was in default for, inter alia, having purchased equipment directly from suppliers rather than through Creative, failing to pay trademark usage fees required under the franchise agreement, failing to pay required advertising expenses, and failing to reach annual sales quotas as set forth in the agreement. In September, 2009, Creative commenced this action against Reiser in the United States District Court for the District of Massachusetts for breach of contract and associated claims, and trademark infringement, alleging that Reiser was continuing to use the “Creative Playthings” trademark and trade name after termination of the franchise agreement. Reiser filed a counterclaim alleging breach of the implied covenant of good faith and fair dealing, fraudulent inducement, violations of G. L. c. 93A, and violations of Fla. Stat. Ann. § 501.976 (West 2010) against unfair and deceptive trade practices.

In January, 2011, Creative moved for summary judgment on Reiser’s counterclaims, asserting that they were time barred under the limitations provision in the franchise agreement. Citing Puleio v. North Coast Sea-Foods Corp., 78 Mass. App. Ct. 1102 (2010), an unpublished memorandum and order of the Appeals Court pursuant to its rule 1:28, the Federal District Court judge issued an order declining to decide Creative’s motion in reliance on the limitations provision; the judge stated that “Massachusetts [Sjtate courts have yet to decide ‘the question of whether contractually shortened statutes of limitations are generally enforceable under Massachusetts law.’ ” In June, 2011, the judge certified the question to this court.

Discussion. 1. Validity of contractually shortened limitations [762]*762periods.

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Bluebook (online)
978 N.E.2d 765, 463 Mass. 758, 2012 Mass. LEXIS 1088, Counsel Stack Legal Research, https://law.counselstack.com/opinion/creative-playthings-franchising-corp-v-reiser-mass-2012.