NOTICE: This opinion is subject to motions for reargument under V.R.A.P. 40 as well as formal 

revision before publication in the Vermont Reports. Readers are requested to notify the Reporter 

of Decisions by email at: JUD.Reporter@vermont.gov or by mail at: Vermont Supreme Court, 109 

State Street, Montpelier, Vermont 05609-0801, of any errors in order that corrections may be made 

before this opinion goes to press.

2018 VT 82

No. 2018-050

C. Wayne Clark Supreme Court

On Appeal from

 v. Superior Court, Orange Unit,

Civil Division

Richard A. DiStefano May Term, 2018

Michael J. Harris, J.

James C. Foley and Elijah R. Bergman (On the Brief) of Lynch & Foley, P.C., Middlebury, for 

 Plaintiff-Appellant.

Steven P. Robinson of Diamond & Robinson, P.C., Montpelier, for Defendant-Appellee.

PRESENT: Reiber, C.J., Skoglund, Robinson, Eaton and Carroll, JJ.

¶ 1. ROBINSON, J. Plaintiff Wayne Clark appeals the trial court’s grant of summary 

judgment on statute of limitations grounds to defendant Richard DiStefano in connection with 

Clark’s claim to collect on a promissory note. Clark argues that the court erroneously applied the 

six-year statute of limitations for demand notes found in the Uniform Commercial Code (UCC), 

9A V.S.A. § 3-118(b), rather than the fourteen-year statute of limitations for witnessed promissory 

notes, located in 12 V.S.A. § 508. We affirm.

¶ 2. The undisputed facts and disputed facts viewed in favor of Clark, as the nonmoving 

party, are as follows. In December 2006, DiStefano executed a witnessed promissory note for 
2

$16,500, payable to Clark upon sixty days written notice of demand.

1 The note arose from a 

broader set of business dealings between the parties. In late April or early May 2007, Clark 

provided DiStefano written demand to pay the promissory note, but DiStefano did not comply.

Clark filed suit to collect on the note in April 2017, approximately ten years after his written notice 

of demand.

¶ 3. The parties filed competing motions for summary judgment, each arguing that a 

different statute of limitations should apply in this action. Clark contended the operative statute 

of limitations in this case was 12 V.S.A. § 508, which states, “An action brought on a promissory 

note signed in the presence of an attesting witness shall be commenced within 14 years after the 

cause of action accrues, and not after.” DiStefano asserted that the UCC provision for demand 

notes governed this matter. Specifically, 9A V.S.A. § 3-118(b) declares that “if demand for 

payment is made to the maker of a note payable on demand, an action to enforce the obligation of 

a party to pay the note must be commenced within six years after the demand.” DiStefano relied 

on 12 V.S.A. § 464, which states “[t]he provisions of this chapter shall not affect an action 

otherwise specially limited by law.” He argued that pursuant to this statute, the special limitations 

period reflected in 9A V.S.A. § 3-118(b) trumped the limitations period embodied in 12 V.S.A. 

§ 508, which is in the same chapter as § 464.

¶ 4. The trial court agreed with DiStefano, denied Clark’s motion for summary 

judgment, and granted summary judgment to DiStefano on the basis of the statute of limitations. 

¶ 5. On appeal, Clark contends the trial court erred in concluding that the six-year 

limitations period in 9A V.S.A. § 3-118(b) was “specially limited by law,” 12 V.S.A. § 464, and 

took precedence over 12 V.S.A. § 508. He argues that the disparate limitations statutes can be 

 

1

 DiStefano disputes that the promissory note was witnessed. For the purposes of 

reviewing the trial court’s award of summary judgment to DiStefano, we view this disputed fact 

in the light most favorable to Clark. 
3

harmonized by an interpretation that applies § 508 when a promissory note is witnessed, but § 3-

118(b) for other, nonwitnessed demand notes. He further argues that the cases relied upon by the 

trial court in construing § 464 are distinguishable, and that the trial court’s approach improperly

repeals § 508 by implication.

¶ 6. In reviewing a denial or grant of summary judgment, we apply the same standard 

as the trial court. In re Carter, 2004 VT 21, ¶ 6, 176 Vt. 322, 848 A.2d 281. “Summary judgment 

is appropriate when there are no genuine issues of material fact and, viewing the evidence in a 

light most favorable to the nonmoving party, the moving party is entitled to judgment as a matter 

of law.” Id. (citation omitted); see also V.R.C.P. 56(a).

¶ 7. We affirm. The interpretive rule reflected in 12 V.S.A. § 464 resolves the potential 

conflict between the two applicable limitations periods in favor of 9A V.S.A. § 3-118(b). This 

conclusion is consistent with our caselaw, and does not amount to an improper implied repeal of 

12 V.S.A. § 508. 

¶ 8. The terms of 12 V.S.A. § 464 establish the framework for resolving conflicts like 

this. When interpreting statutory provisions, we begin with the plain language of the statute, and, 

if possible, resolve any questions on this basis alone. Dep’t of Taxes v. Murphy, 2005 VT 84, ¶ 5, 

178 Vt. 269, 883 A.2d 779. Section 464 states “[t]he provisions of this chapter shall not affect an 

action otherwise specially limited by law.” Section 508, reflecting the fourteen-year statute of 

limitations for witnessed promissory notes, is in the same chapter of Title 12 as § 464—Chapter 

23. For that reason, it is among the provisions that, pursuant to the terms of § 464, “shall not affect 

an action otherwise specially limited by law.” On the other hand, 9A V.S.A. § 3-118(b) is outside 

of Chapter 23 of Title 12 and unquestionably applies to negotiable demand notes—whether 

witnessed or not. Section 464 signals that applicable statutes of limitations outside of Title 12, 

Chapter 23 trump potentially applicable limitations periods within that chapter. Accordingly, the 

six-year statute of limitations in § 3-118(b) governs in this case. 
4

¶ 9. This conclusion is consistent with our cases resolving similar conflicts. In Mier v. 

Boyer, this Court considered the interplay between the wrongful death statute in Title 14, which 

requires that a wrongful death action be commenced within two years of the decedent’s death, and 

a general tolling provision in Chapter 23 of Title 12 providing that in the event of a party’s death, 

a limitation of two years applies to actions that survive, beginning after the appointment of an 

executor or administrator. 124 Vt. 12, 13, 196 A.2d 501, 502 (1963). Although we concluded that 

the limitations period as set forth in the wrongful death statute would apply even absent § 464, we 

identified § 464 as another basis for rejecting the argument that the provision in Chapter 23 

applied. We elaborated on this reasoning in Parent v. Beeman, responding to a similar effort to 

leverage a tolling provision in Chapter 23 of Title 12 in a wrongful death case subject to a statute 

of limitations outside of that chapter:

 The second compelling reason for holding § 557 inapplicable here 

is found in 12 V.S.A. § 464, contained in the same chapter (Chapter 

23) with 12 V.S.A. § 557(a). That section reads: “The provisions of 

this chapter shall not affect an action otherwise specially limited by 

law.” Quite clearly, this provision limits the application of § 557(a). 

No reference appears in Chapter 23, as we have pointed out, to 

recovery for wrongful death. Such recovery, spelled out in a

different title altogether, is indeed “otherwise specially limited,” 

because the time allotted for suit is set up by the same statute which 

outlines the requisites for maintaining the action.

138 Vt. 607, 610, 420 A.2d 866, 868 (1980).

¶ 10. More recently in Pike v. Chuck’s Willoughby Pub, Inc., this Court relied on § 464 

to define the interplay between a minority tolling provision in Title 12, Chapter 23 and the statute 

of limitations in the Dram Shop Act, codified in Title 7. 2006 VT 54, ¶ 10, 180 Vt. 25, 904 A.2d 

1133. We stated, “the reasoning in Parent dictates the same result in [Pike].” Id. ¶ 11. “Because 

the [Dram Shop Act] contains its own limitations provision and is not codified in chapter 23, an 

action under the statute is ‘otherwise specially limited’ and removed from the operation of the 

minority tolling provision by § 464.” Id. 
5

¶ 11. Clark is right that these cases are distinguishable on their facts. In all three cases, 

the Court considered a statute that created a new cause of action not available at common law, and 

not otherwise specifically addressed by any statute of limitations in Chapter 23 of Title 12. In all 

three cases, the plaintiff sought to apply a general tolling provision from Chapter 23 of Title 12 to 

the novel statutory cause of action. And in all three cases, an argument could be made that the 

tolling provision at issue, by its own terms and without regard to 12 V.S.A. § 464, did not apply 

to statutes of limitations outside of that chapter. But our reasoning in these cases, and especially 

in Parent and Pike, did not rest on these narrow distinctions. In Pike, we recognized that our 

analysis in Parent relied both on the constraints in the language of the tolling provision itself, and 

on the operation of § 464 with respect to a statute of limitations not codified within Chapter 23 of 

Title 12. 2006 VT 54, ¶ 10. We expressly adopted the same reasoning in Pike. Id. ¶ 11. The 

bottom line is that § 464 does not draw a distinction between statutes outside of Chapter 23 of Title 

12 that codify new causes of action not previously recognized at common law, and those, like the 

UCC, that codify preexisting common law principles. In both circumstances, § 464 provides that 

the statute of limitations outside of Chapter 23 of Title 12 prevails.

¶ 12. We acknowledge that as a practical matter the operation of § 464, as we have 

described, eviscerates the applicability of § 508 with respect to witnessed demand notes, but we 

conclude that this impact is an unavoidable consequence of § 464 combined with the Legislature’s 

enactment of a distinct statute of limitations for demand notes outside of Title 12, Chapter 23. If 

the issue in this case was whether, as a later-enacted statute of limitations governing demand notes, 

§ 3-118(b) impliedly repealed § 508 insofar as it applies to demand notes, Clark’s arguments that 

repeal by implication are disfavored would carry more weight. But our analysis does not turn on 

the impact of the later-enacted statute of limitations for demand notes in § 3-118(b) on the 

longstanding limitations period for witnessed promissory notes in § 508; it rests instead on the 
6

effect of § 464—the interpretive tool the Legislature has given us for resolving just these kinds of 

conflicts.

2

¶ 13. In light of these considerations, we conclude that the operative statute of limitations

in this case is the six-year period per 9A V.S.A. § 3-118(b) and affirm the trial court’s grant of 

summary judgment to DiStefano.

Affirmed.

FOR THE COURT:

Associate Justice 

 

2 For this reason, we conclude that the Maine Supreme Judicial Court decision relied upon 

by Clark is inapplicable. See Fleet Nat’l Bank v. Liberty, 2004 ME 36, 845 A.2d 1183. In that 

case, the Maine Supreme Judicial Court relied on the canons of statutory construction, including 

the presumption against repeal by implication, in concluding that Maine’s UCC did not impliedly 

repeal a twenty-year statute of limitations for witnessed promissory notes. Id. ¶¶ 6-11. But 

Maine’s statutes did not include an interpretive directive like § 464 that governed its analysis.