Webster Bank, National Association v. Arnold S. Rosenbaum ( 2022 )

February 16, 2022
Supreme Court
No. 2020-117-Appeal.
(PC 16-60)
Webster Bank, National Association :
v. :
Arnold S. Rosenbaum et al. :
NOTICE: This opinion is subject to formal revision
before publication in the Rhode Island Reporter. Readers
are requested to notify the Opinion Analyst, Supreme
Court of Rhode Island, 250 Benefit Street, Providence,
Rhode Island 02903, at Telephone (401) 222-3258 or
Email: opinionanalyst@courts.ri.gov, of any
typographical or other formal errors in order that
corrections may be made before the opinion is published.
Supreme Court
No. 2020-117-Appeal.
(PC 16-60)
Webster Bank, National Association :
v. :
Arnold S. Rosenbaum et al. :
Present: Suttell, C.J., Goldberg, Robinson, Lynch Prata, and Long, JJ.
OPINION
Justice Goldberg, for the Court. This case came before the Supreme
Court on November 9, 2021, on appeal by the defendants, Arnold S. Rosenbaum
and Judith A. Rosenbaum (collectively defendants), who seek review of a Superior
Court judgment denying their motion for summary judgment and granting
summary judgment in favor of the plaintiff, Webster Bank, National Association.
On appeal, the defendants contend that the trial justice erred in applying the Rhode
Island ten-year statute of limitations pursuant to G.L. 1956 § 9-1-13, rather than
the Connecticut six-year statute of limitations under Connecticut General Statutes
§ 52-576, application of which would have barred the plaintiff’s action for breach
of a loan agreement. For the reasons stated in this opinion, we affirm the judgment
of the Superior Court.
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Facts and Travel
On June 30, 2006, Arnold1 entered into a Home Equity Consumer Revolving
Loan Agreement and Disclosure Statement (the loan agreement) whereby plaintiff
agreed to extend credit to Arnold in the maximum amount of $1 million, and
Arnold agreed to repay in full upon the terms set forth in the loan agreement. The
loan agreement was secured by a mortgage on property located in Portsmouth,
Rhode Island. On May 30, 2008, both Arnold and Judith executed and delivered
an Amended and Ratified Promissory Note (the amended note) that amended and
restated the loan agreement by adding Judith as an obligor.
Pursuant to the amended note, defendants acknowledged and agreed that
they were indebted to plaintiff for the amounts under the loan agreement and that
they waived any defenses or offsets regarding notice. Since July 6, 2007,
defendants have failed to make payments to plaintiff for the amounts extended
under the loan agreement. Therefore, on January 6, 2016, plaintiff initiated an
action in the Superior Court to recover under the loan agreement, which contained
a choice-of-law clause providing, “Governing Law: Federal law and the law of the
State of Connecticut (to the extent consistent with Federal law) govern this
Agreement.” The loan agreement did not dictate the choice of forum or the
applicable statute of limitations that would govern. The defendants’ breach of the
1
For purposes of clarity, we sometimes refer to defendants by their first names.
No disrespect is intended.
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loan agreement is not in dispute; rather, the parties’ only point of contention is
whether Rhode Island or Connecticut law should govern the statute of limitations
applicable to plaintiff’s claim against defendants.2
In the Superior Court, defendants claimed that, because the parties agreed
that Connecticut law would govern the loan agreement, the Connecticut statute of
limitations should apply. The parties therefore filed cross-motions for summary
judgment regarding this choice-of-law issue, and, after conducting the interest-
weighing test, the trial justice granted plaintiff’s motion and denied defendants’
motion. The trial justice concluded that the balance tipped in plaintiff’s favor on
the issue and that the Rhode Island statute of limitations applied. Judgment in
favor of plaintiff entered on November 15, 2019. The defendants timely appealed.
Standard of Review
“This Court reviews a grant of summary judgment de novo.” Sullo v.
Greenberg, 68 A.3d 404, 406 (R.I. 2013) (brackets omitted) (quoting Sacco v.
Cranston School Department, 53 A.3d 147, 149-50 (R.I. 2012)). “Examining the
case from the vantage point of the trial justice who passed on the motion for
2
The Rhode Island statute of limitations set forth in G.L. 1956 § 9-1-13 provides,
in pertinent part: “(a) Except as otherwise specially provided, all civil actions shall
be commenced within ten (10) years next after the cause of action shall accrue, and
not after.” (Emphasis added.) The Connecticut statute of limitations delineated in
§ 52-576 of the Connecticut General Statutes states, in pertinent part: “(a) No
action for an account, or on any simple or implied contract, or on any contract in
writing, shall be brought but within six years after the right of action accrues[.]”
(Emphasis added.)
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summary judgment, ‘we view the evidence in the light most favorable to the
nonmoving party, and if we conclude that there are no genuine issues of material
fact and that the moving party is entitled to judgment as a matter of law, we will
affirm the judgment.’” Id. at 406-07 (brackets omitted) (quoting Sacco, 53 A.3d at
150). “Summary judgment is appropriate only when the ‘pleadings, depositions,
answers to interrogatories, and admissions on file, together with the affidavits, if
any, show that there is no genuine issue as to any material fact and that the moving
party is entitled to judgment as a matter of law.’” Sola v. Leighton, 45 A.3d 502,
506 (R.I. 2012) (brackets omitted) (quoting Plunkett v. State, 869 A.2d 1185, 1187
(R.I. 2005)). “Although summary judgment is recognized as an extreme remedy,
* * * to avoid summary judgment the burden is on the nonmoving party to produce
competent evidence that ‘proves the existence of a disputed issue of material
fact.’” Sullo, 68 A.3d at 407 (brackets omitted) (quoting Mutual Development
Corporation v. Ward Fisher & Company, LLP, 47 A.3d 319, 323 (R.I. 2012)).
In Harodite Industries, Inc. v. Warren Electric Corporation, 24 A.3d 514(R.I. 2011), we held that, “[a]lthough * * * this Court has never indicated in so
many words precisely what standard of review applies to a trial court’s ruling as to
a choice of law issue, our case law is replete with instances in which we in effect
reviewed same on a de novo basis.” Harodite Industries, Inc., 24 A.3d at 529
(citing Najarian v. National Amusements, Inc., 768 A.2d 1253, 1255 (R.I. 2001);
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Cribb v. Augustyn, 696 A.2d 285, 288 (R.I. 1997)). Further, we noted that “the
analysis of the policy considerations” under the interest-weighing approach
“involves a pure issue of law,” which we also review de novo. Id. at 530.
Analysis
On appeal, defendants argue that the trial justice erred in applying Rhode
Island’s ten-year statute of limitations to plaintiff’s claim instead of Connecticut’s
six-year statute of limitations. The defendants claim that the agreement upon
which plaintiff sued them expressly provides that it shall be governed by federal
law and Connecticut state law and that, under Connecticut law, plaintiff’s claim
would be barred because more than six years had passed between defendants’
default in July 2007 and plaintiff’s initiation of an action against them in January
2016.3 The defendants further contend that, even under the interest-weighing
approach, the weight of the factors would indicate that the Connecticut statute of
limitations is the most appropriate statute to apply.
The defendants cite to Martin v. Law Offices Howard Lee Schiff, P.C., No.
11-484S, 2012 WL 7037743 (D.R.I. 2012)—a case from the United States District
Court for the District of Rhode Island regarding a choice-of-law analysis—in
3
The record transmitted to this Court on appeal reveals that defendants also raised
an argument involving Rhode Island’s borrowing statute set forth in G.L. 1956 § 9-
1-18; however, this was not addressed by the trial justice or raised in this appeal.
Therefore, this argument will be deemed waived.
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support of their argument that the Rhode Island statute of limitations should not
apply when the parties contractually agreed to another state’s law as the governing
law. In Martin, the court applied the interest-weighing approach and determined
that the factors weighed in favor of applying Virginia’s statute of limitations.
Martin, 2012 WL 7037743, at *3, *4. This case, however, is neither binding upon
this Court, nor comparable to our set of facts. In Martin, there were no facts to
suggest that the defendant-creditor had offices in Rhode Island, and there was no
connection to Rhode Island, except that the plaintiff had moved to Rhode Island
after default on her credit-card payments and had filed the action in Rhode Island.
Id.The plaintiff contends that, absent a contractual provision specifically
dictating a choice of law for procedural issues or the statute of limitations, Rhode
Island courts should apply a choice-of-law analysis under the interest-weighing
approach, which would favor the application of Rhode Island’s statute of
limitations in this case. The plaintiff also requests that this Court take this
opportunity to adopt the majority rule of other states, which have held statutes of
limitation to be procedural in nature and thus do not require a choice-of-law
analysis.
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A
Rhode Island’s Choice-of-Law Rules
We have stated that “the procedural law of the forum state applies even if a
foreign state’s substantive law is applicable.” Terrace Group v. Vermont Castings,
Inc., 753 A.2d 350, 353 (R.I. 2000) (quoting Israel v. National Board of Young
Men’s Christian Association, 117 R.I. 614, 620, 369 A.2d 646, 650 (1977)).
Generally, in Rhode Island, “parties are permitted to agree that the law of a
particular jurisdiction will govern their transaction.” Id. (quoting Sheer Asset
Management Partners v. Lauro Thin Films, Inc., 731 A.2d 708, 710 (R.I. 1999)).
“This Court previously has held that choice-of-law provisions are enforceable if
the intention of the parties to stipulate to the jurisdiction is made clear by express
language or by the ‘facts and circumstances attending the making of the contract.’”
DeCesare v. Lincoln Benefit Life Company, 852 A.2d 474, 481 (R.I. 2004)
(emphasis omitted) (quoting Owens v. Hagenbeck-Wallace Shows Co., 58 R.I. 162,
173-74, 192 A.2d 158, 164 (1937)). There are limitations, however. Barring
certain circumstances, Rhode Island will not apply the law of the chosen state if it
contravenes fundamental public policy. See Commerce Park Realty, LLC v. HR2-A
Corp., 253 A.3d 1258, 1270 (R.I. 2021). Rhode Island also will not apply the law
of the chosen state if “the chosen state has no substantial relationship to the parties
or the transaction and there is no other reasonable basis for the parties’ choice.”
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DeFontes v. Dell, Inc., 984 A.2d 1061, 1067 (R.I. 2009) (quoting Sheer Asset
Management Partners, 731 A.2d at 710).
In the absence of a contract where the parties agree to governing law, this
Court will apply its forum choice-of-law rules. See DeCesare, 852 A.2d at 483-84.
In conducting a choice-of-law analysis for tort cases, we have looked to the
“interest-weighing” approach. See, e.g., Harodite Industries, Inc., 24 A.3d at 534.
For contract cases, this Court has not adopted a definitive analysis. In DeCesare,
we held that “[i]n the absence of a contractual stipulation about which law
controls, Rhode Island’s conflict-of-laws doctrine provides that the law of the state
where the contract was executed governs.” DeCesare, 852 A.2d at 483-84; cf.
Commerce Park Realty, LLC, 253 A.3d at 1271-72 (applying Rhode Island law
where the law of the chosen state contravenes fundamental public policy and
Rhode Island has a materially greater interest in the controversy). Nevertheless, in
Harodite, this Court broadly stated that, “[w]ith respect to choice of law questions,
this Court has adopted the ‘interest-weighing’ approach.” Harodite Industries, Inc.,
24 A.3d at 534 (citations omitted).
With respect to statutes of limitation, this Court previously has held that the
statute of limitations of the forum state governs. Byron v. Great American
Indemnity Co., 54 R.I. 405, 407-08, 173 A. 546, 547 (1934) (“Such an action is
controlled by the statute of limitations of the state where the action is commenced,
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and not by the statute of the state where the cause of action accrued.”); Staples v.
Waite, 30 R.I. 516, 519, 76 A. 353, 354 (1910) (“[N]o rule is better settled than
that the statute of limitations of the state in which the action is brought is to
prevail, and not that of the state in which the contract was made[.]”). However,
more recently, we have applied an interest-weighing approach to determine which
statute of limitations should apply. See Harodite Industries, Inc., 24 A.3d at 534,
535; see also Cribb, 696 A.2d at 288. We shall adhere to that analysis in the case
at bar.
In carrying out the interest-weighing approach, “we look at the particular
facts and determine therefrom the rights and liabilities of the parties in accordance
with the law of the state that bears the most significant relationship to the event
and the parties.” Harodite Industries, Inc., 24 A.3d at 534 (alteration omitted)
(quoting Cribb, 696 A.2d at 288). In Woodward v. Stewart, 104 R.I. 290, 243
A.2d 917 (1968), we set forth the factors, based on policy considerations that must
be taken into account in making a choice-of-law determination, as follows:
“(1) Predictability of results.
“(2) Maintenance of interstate and international order.
“(3) Simplification of the judicial task.
“(4) Advancement of the forum’s governmental interests.
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“(5) Application of the better rule of law.” Woodward,
104 R.I. at 300, 243 A.2d at 923.4
B
Choice-of-Law Conclusion
During the hearing on the parties’ cross-motions for summary judgment, the
trial justice concluded that Connecticut had “very little relationship to this matter,
other than the fact that the bank may be headquartered there.” Therefore, the trial
justice declined to enforce the choice-of-law provision and proceeded to conduct
an interest-weighing analysis, finding that most of the policy-based factors tipped
in favor of applying Rhode Island law. We agree with this outcome.
More specifically, the trial justice first found that, in terms of the
predictability factor, defendants should have been able to predict that “a bank
which extended a loan to them presumably in Rhode Island, from the Rhode Island
or one of the Rhode Island branches to them as Rhode Island residents, which is
secured by their Rhode Island home” would sue them in Rhode Island. Second,
the trial justice concluded that, with respect to the maintenance of interstate order,
4
In addition, in a case sounding in tort, we have held that additional factors are to
be considered. See Harodite Industries, Inc., 24 A.3d at 534. The factors include:
“(a) the place where the injury occurred, (b) the place where the conduct causing
the injury occurred, (c) the domicil [sic], residence, nationality, place of
incorporation and place of business of the parties, and (d) the place where the
relationship, if any, between the parties is centered.” Id. (citation omitted). This
further deliberation applies only to tort cases; therefore, we are not compelled to
consider any additional contract factors here.
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the states’ interests are less significant in a contract case than they are in a tort
case. The trial justice reasoned that Connecticut would not be offended by the
application of the Rhode Island statute of limitations because Rhode Island law
provided better protection to a Connecticut-headquartered organization by
extending the limitation period. Similarly, she found that Rhode Island would not
be offended by such application because the General Assembly purposefully
enacted a ten-year statute of limitations to afford a longer limitation period for
contract actions.
Concerning the factor relating to simplification of judicial task, the trial
justice found no problem with applying either state’s statute of limitations, and that
applying the Rhode Island statute of limitations would be “fairly simple[.]”
Regarding the advancement of governmental interests of the forum state, the trial
justice concluded that the analysis would be very similar to the simplification-of-
judicial-task factor. She reasoned that Connecticut did not have an interest in
depriving its citizen, plaintiff, of a remedy, or in protecting Rhode Island residents
from suit; on the other hand, the trial justice found that Rhode Island had an
interest in applying its own statute of limitations to suits brought in the state
concerning Rhode Island residents. Lastly, in terms of the better rule of law, the
trial justice found this factor to be the most difficult to apply because the loan
agreement specified that Connecticut law would apply; however, she noted that the
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loan agreement did not include a choice-of-forum clause, a choice of procedural
rules, or a specific statute of limitations. Therefore, she concluded that the Rhode
Island statute of limitations would be the better rule of law to apply because it
provided a plaintiff with more time to file suit and recover.
Because the loan agreement does not clearly specify either the choice of
forum or the statute of limitations that would apply to the case at bar, based on this
Court’s precedent, we are bound to apply our interest-weighing approach to
determine which state’s statute of limitations would apply. See Harodite
Industries, Inc., 24 A.3d at 534; see also Cribb, 696 A.2d at 288. Although we
review the trial justice’s analysis in a de novo manner, we perceive no reason to
replicate the trial justice’s thoughtful analysis under the interest-weighing
approach, with which we are in whole accord. See Harodite Industries, Inc., 24
A.3d at 534 (“Although we review the hearing justice’s analysis * * * in a de novo
manner, we perceive no reason to replicate [his or her] thoughtful analysis[.]”).
The plaintiff has requested that this Court adopt a rule that statutes of
limitation are procedural in nature; however, such a rule would not change the
outcome of this case, as we have held that Rhode Island law controls. Therefore,
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in the context of this case, we do not see a reason to deviate from applying our
holding in Harodite.5
Conclusion
For the reasons set forth in this opinion, we affirm the judgment of the
Superior Court. The papers in this case may be remanded to the Superior Court.
5
In a different case, we might opt to re-examine our choice-of-law rules for
statutes of limitation. We also bear in mind that, had defendants argued the
applicability of the borrowing statute on appeal, the outcome might have been
different. Lastly, we suggest that the better practice regarding choice-of-law
contract provisions is to also indicate in the contract the choice of forum preferred
by the parties.
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STATE OF RHODE ISLAND
SUPREME COURT – CLERK’S OFFICE
Licht Judicial Complex
250 Benefit Street
Providence, RI 02903
OPINION COVER SHEET
Webster Bank, National Association v. Arnold S.
Title of Case
Rosenbaum et al.
No. 2020-117-Appeal.
Case Number
(PC 16-60)
Date Opinion Filed February 16, 2022
Suttell, C.J., Goldberg, Robinson, Lynch Prata, and
Justices
Long, JJ.
Written By Associate Justice Maureen McKenna Goldberg
Source of Appeal Providence County Superior Court
Judicial Officer from Lower Court Associate Justice Melissa E. Darigan
For Plaintiff:
Lisa M. Kresge, Esq.
Attorney(s) on Appeal
For Defendants:
Joseph F. Hook, Esq.
SU-CMS-02A (revised June 2020)