*********************************************** 

The “officially released” date that appears near the beginning of each opinion is the date the opinion will be published in the Connecticut Law Journal or the date it was 

released as a slip opinion. The operative date for the beginning of all time periods for filing postopinion motions 

and petitions for certification is the “officially released” 

date appearing in the opinion. 

All opinions are subject to modification and technical 

correction prior to official publication in the Connecticut 

Reports and Connecticut Appellate Reports. In the event of 

discrepancies between the advance release version of an 

opinion and the latest version appearing in the Connecticut 

Law Journal and subsequently in the Connecticut Reports 

or Connecticut Appellate Reports, the latest version is to 

be considered authoritative. 

The syllabus and procedural history accompanying the 

opinion as it appears in the Connecticut Law Journal and 

bound volumes of official reports are copyrighted by the 

Secretary of the State, State of Connecticut, and may not 

be reproduced and distributed without the express written 

permission of the Commission on Official Legal Publications, Judicial Branch, State of Connecticut. 

*********************************************** 
RECLAIMANT CORP. v. WILLIAM J. DEUTSCH ET AL.

(SC 20133)

McDonald, D’Auria, Mullins, Kahn, Ecker and Vertefeuille, Js.

Syllabus

The plaintiff corporation sought to recover from the defendants for unjust

enrichment in connection with the alleged overpayment of funds to

them by the plaintiff’s predecessor in interest, V Co., a Delaware limited

partnership in which the defendants had invested pursuant to a limited

partnership agreement. In early 2008, the defendants, who are Connecticut residents, each redeemed approximately 90 percent of the funds

from their capital accounts in V Co. and thereafter withdrew from the

partnership. The plaintiff alleged that, when the defendants redeemed

their investments, V Co. had miscalculated the net value of the partnership’s assets, and, consequently, the net values of the defendants’ interests had been overstated, resulting in overpayments to the defendants.

After the plaintiff filed its action in 2013, the defendants raised various

special defenses, including, inter alia, that the plaintiff’s unjust enrichment claims were time barred by either Delaware’s three year limitation

period (§ 17-607 [c]) in the Delaware Revised Uniform Limited Partnership Act or Connecticut’s statutory (§ 52-577) three year limitation period

generally applicable to tort actions, or were barred by the doctrine

of laches. The plaintiff and the defendants each moved for summary

judgment on certain of the defendants’ special defenses. The trial court

denied the plaintiff’s motion for summary judgment, granted the defendants’ motion as to their special defense that the plaintiff’s claims were

barred by the three year limitation period set forth in § 17-607 (c) and

rendered judgment for the defendants. The trial court reasoned that the

choice of law provision in the limited partnership agreement, which

provided that the rights and liabilities of the parties were to be governed

by and construed in accordance with the laws of Delaware, reflected

an intent that both the substantive and procedural law of Delaware

would govern the relationship between the parties and concluded that

the plaintiff’s claims were time barred by Delaware’s three year limitation

period because the plaintiff commenced its action more than three years

after V Co. dispensed the funds to the defendants. The trial court also

explicitly rejected the plaintiff’s contention that the choice of law provision governed only substantive law and not procedural issues such as

the statute of limitations. On appeal, the plaintiff claimed, inter alia, that

the trial court improperly granted the defendants’ motion for summary

judgment because the procedural law of Connecticut, rather than that

of Delaware, governed its unjust enrichment claims, under Connecticut

procedural law, an equitable action for unjust enrichment was not subject to any statutory limitation period or, in the alternative, is subject

to the six year statutory (§ 52-576 [a]) limitation period applicable to

contracts, and that its action, therefore, was timely filed. Held:

1. The trial court incorrectly determined that Delaware law, rather than

Connecticut law, governed the issue of whether the plaintiff’s unjust

enrichment claims were time barred: in a choice of law scenario, the

forum state generally will apply the substantive law of the state chosen

by the parties to govern their rights and duties under a contractual

agreement but will apply its own law to matters of judicial administration

and procedure, and, in Connecticut, whether a statute of limitations

properly is characterized as substantive or procedural depends on the

nature of the underlying right that forms the basis of the cause of action;

in the present case, the choice of law provision in the limited partnership

agreement was clear that the parties had agreed that Delaware law

controlled the substantive rights and liabilities of the parties, and, therefore, Delaware substantive law governed the plaintiff’s unjust enrichment claims; because, however, the plaintiff’s claims for unjust enrichment were claims for restitution that derived from equitable principles

under Delaware’s common law, the limitation period applicable to those

claims properly was characterized as procedural, as that limitation

period functioned only as a qualification on the remedy to enforce a
preexisting common-law right, and, accordingly, Connecticut law governed the timeliness issue; moreover, the fact that § 17-607 (c) properly

is classified as a statute of repose, rather than a statute of limitations,

had no bearing on whether that provision was deemed substantive or

procedural for choice of law purposes, and the limited partnership

agreement did not expressly incorporate that Delaware provision or

otherwise indicate an intent that Delaware’s procedural law would apply.

2. The defendants could not prevail on their claim, as an alternative ground

for affirming the trial court’s judgment, that the plaintiff’s unjust enrichment claims were barred under Connecticut law by the three year limitation period generally applicable to tort actions, because the plaintiff’s

claims were equitable claims for relief and, thus, were not subject to

any statute of limitations; furthermore, this court declined to address

the issue of whether the defendants could prevail on their affirmative

defense of laches, as the trial court made no factual findings with respect

to that affirmative defense, and, accordingly, the case was remanded for

the trial court’s consideration of that defense, as well as any remaining

grounds for summary judgment that the defendants raised in their summary judgment motion.

Argued November 7, 2018—officially released August 6, 2019

Procedural History

Action to recover damages for unjust enrichment,

and for other relief, brought to the Superior Court in

the judicial district of Stamford, where the defendants

filed a counterclaim; thereafter, the court, Genuario,

J., granted the defendants’ motion for summary judgment and rendered judgment for the defendants as to

the plaintiff’s complaint, from which the plaintiff

appealed. Reversed; further proceedings.

David S. Golub, with whom, on the brief, was Jonathan M. Levine, for the appellant (plaintiff).

Howard Graff, pro hac vice, with whom, on the brief,

were Stephen G. Walko and Andrea C. Sisca, for the

appellees (defendants).
Opinion

ECKER, J. The narrow issue presented by this appeal

is whether the statute of limitations of the state of

Connecticut or the state of Delaware governs the unjust

enrichment claims brought by the plaintiff, Reclaimant

Corp., against the defendants, William J. Deutsch and

Laurence B. Simon, seeking recovery for alleged overpayments issued to the defendants by the plaintiff’s

putative predecessor in interest pursuant to a limited

partnership agreement. The trial court rendered summary judgment in favor of the defendants, concluding

that the plaintiff’s unjust enrichment claims were governed by Delaware law and were time-barred under the

three-year statute of limitations in the Delaware Revised

Uniform Limited Partnership Act (DRULPA), Del. Code

Ann. tit. 6, § 17-607 (c) (2005).1 On appeal, the plaintiff

contends that summary judgment was improper

because Connecticut law governs the timeliness of its

unjust enrichment claims and that those claims timely

were filed under Connecticut law.

We conclude that Delaware law governs the substantive rights and liabilities of the parties arising out of

the limited partnership agreement but that Connecticut

law governs matters of judicial administration and procedure. We further conclude that, because the plaintiff’s

unjust enrichment claims have a common-law origin,

the limitation period properly is ‘‘characterized as procedural because it functions only as a qualification on

the remedy to enforce the preexisting right.’’ Baxter v.

Sturm, Ruger & Co., 230 Conn. 335, 347, 644 A.2d 1297

(1994). Thus, Connecticut law, rather than Delaware

law, controls the timeliness of the plaintiff’s claims. We

therefore reverse the judgment of the trial court and

remand the case for further proceedings.

I

The record reveals the following relevant facts and

procedural history. In 2007, the defendants entered into

a limited partnership agreement with SV Special Situations Fund LP (SV Fund), a Delaware limited partnership formed for the purpose of investing in and trading

securities and other investments. In early 2008, the

defendants redeemed their respective investments and

withdrew from the partnership as of March 31, 2008.

Deutsch received approximately 90 percent of the funds

in his capital account, for a total distribution in the

amount of $22,309,473.03, and Simon received approximately 90 percent of the funds in his capital account,

for a total distribution in the amount of $2,176,785.80.2

By letters dated September 4, 2012, Scott A. Stagg,

the director of SV Fund, informed each of the defendants that the ‘‘net asset value of your interest in the

. . . Fund was . . . overstated [at the time you

redeemed your investment], resulting in . . . overpayment . . . .’’ Stagg alleged that Deutsch had received
a total overpayment in the amount of $7,047,974.03 and

that Simon had received a total overpayment in the

amount of $724,557.80, and he demanded that the defendants return the alleged overpayments within thirty

days.

The defendants responded by requesting documentation and clarification of the alleged overpayments. The

defendants also requested payment of the remaining

funds in their capital accounts, which had been held

back at the time of redemption. Specifically, Deutsch

asked for the payment of $807,127.97 and Simon asked

for the payment of $102,753.

SV Fund was liquidated in February, 2013, and its

claims against the defendants were assigned to the

plaintiff. On May 8, 2013, the plaintiff filed a two-count

complaint against the defendants, both of whom reside

in Connecticut. In the first count, the plaintiff alleged

that Deutsch had been ‘‘unjustly enriched as a result

of receiving and retaining’’ the alleged overpayment in

the amount of $7,047,974.03. In the second count, the

plaintiff alleged that Simon had been ‘‘unjustly enriched

as a result of receiving and retaining’’ the alleged overpayment in the amount of $724,557.80.

The defendants moved to strike the complaint as

time-barred under the three-year statute of limitations

in § 17-607 (c) of DRULPA because ‘‘the distributions

were made in 2008 and the complaint was not filed until

2013 . . . .’’ The plaintiff opposed the defendants’

motion to strike, contending that, ‘‘if any statute of

limitations applies to the plaintiff’s equitable unjust

enrichment claims . . . it is [Connecticut’s] six-year

statute [of limitations applicable to contracts] set forth

in [General Statutes] § 52-576 (a), and the plaintiff’s

claims are, therefore, not time-barred.’’ The trial court

determined that it was ‘‘inappropriate to decide this

potentially dispositive issue within the context of a

motion to strike’’ and, therefore, denied the defendants’ motion.

The defendants filed an answer denying that they

had been unjustly enriched and raising the following

affirmative defenses: (1) the plaintiff’s claims are barred

by § 17-607 (b) of DRULPA, ‘‘which specifies that a

limited partner who unknowingly receives an alleged

overpayment is not liable for returning the amount of

that distribution’’; (2) the plaintiff’s claims are barred

by the three-year statute of limitations in § 17-607 (c)

of DRULPA; (3) the plaintiff’s complaint fails to state

a claim on which relief may be granted because SV Fund

‘‘could have prevented and/or addressed any potential

alleged overpayments’’; (4) the plaintiff’s claims are

barred by the three-year statute of limitations governing

torts in General Statutes § 52-577; (5) the plaintiff ‘‘lacks

standing because [it] has not established its right to

bring a cause of action on behalf of SV Fund’’; (6) the

plaintiff ‘‘lacks standing because [it] has not established
that SV Fund or its assignees have a right to bring a

cause of action on behalf of 3V Capital Partners, LP’’;3

(7) the plaintiff’s claims are barred by the doctrine of

laches due to its ‘‘inexcusable delay’’ in filing suit; (8)

the plaintiff’s claims are ‘‘barred by the doctrine of

waiver’’; (9) the plaintiff’s claims are ‘‘barred by the

doctrine of estoppel’’; (10) the plaintiff’s claims ‘‘are

barred by the equitable doctrine of unclean hands’’; (11)

the plaintiff’s claims ‘‘are barred by the doctrine of

satisfaction and accord’’; and (12) the plaintiff ‘‘failed

to mitigate its damages, if any exist.’’ The defendants

also filed a counterclaim against the plaintiff on the

basis of SV Fund’s alleged failure to distribute the funds

remaining in their capital accounts.

The plaintiff moved for summary judgment on the

defendants’ second and fourth special defenses, contending that ‘‘Connecticut’s statute of limitations law

applies to the plaintiff’s common-law unjust enrichment

claims’’ and ‘‘Connecticut law provides that either no

statute of limitations applies to an equitable action for

unjust enrichment, or, at a minimum, that a six-year

statute of limitations applies, and this action is timely

under either measure.’’ The defendants opposed the

plaintiff’s motion for summary judgment and moved for

summary judgment on their first, second, third, fourth,

and seventh special defenses. The essence of the defendants’ argument was that the plaintiff’s ‘‘contention that

Connecticut law applies to [this] dispute is academic

since neither Connecticut nor Delaware law . . . permit[s] parties to pursue unjust enrichment claims as a

means to rewrite the express terms of a written agreement governing the payments at issue’’ and the plaintiff’s unjust enrichment claims are time-barred under

both Delaware and Connecticut law.

The trial court’s resolution of the parties’ competing

motions for summary judgment was guided largely by

the fact that the limited partnership agreement contains

a choice of law provision, which states: ‘‘This [a]greement and all rights and liabilities of the parties hereto

shall be governed by and construed in accordance with

the laws of the [s]tate of Delaware, without regard to

its conflicts of law principles.’’ The trial court observed

that § 187 (1) of the Restatement (Second) of Conflict

of Laws ‘‘requires that the law of the state chosen by

the parties to govern their contractual rights and duties

will be applied if the particular issue was one which

the parties could have resolved by an explicit provision

in their agreement directed to that issue.’’ The trial court

determined that the contractual choice of law provision

here ‘‘expressly elects Delaware law for all issues

regarding the parties’ rights and liabilities including

those set forth in [§] 17-607 (c) of . . . DRULPA.’’ In

arriving at its decision, the trial court rejected the plaintiff’s contention that the choice of law provision governed the substantive law of the contract but not procedural matters like the applicable statute of limitations,
reasoning that the ‘‘broad and clear’’ language of the

contract ‘‘evidences an intent to include all issues

(whether substantive or procedural) concerning rights,

and all issues concerning liabilities, to be governed by

Delaware law within the breadth of the choice of law

election.’’ Having determined that ‘‘the parties clearly

and unambiguously elected to have Delaware law govern their relationship, even when it provides time limits

on liabilities that are different [from] the time limits on

liabilities that may be imposed by the state of Connecticut,’’4

the trial court granted the defendants’ motion for

summary judgment on their second special defense,

denied the plaintiff’s motion for summary judgment,

and rendered judgment in favor of the defendants.

The plaintiff filed an appeal with the Appellate Court,

and we transferred the appeal to this court pursuant

to General Statutes § 51-199 (c) and Practice Book § 65-

1. On appeal, the plaintiff claims that the trial court

improperly rendered summary judgment in favor of the

defendants because the choice of law provision in the

limited partnership agreement ‘‘refers only to Delaware

substantive law; it does not encompass Delaware procedural law,’’ and the limitation period governing common-law claims properly is characterized as procedural

rather than substantive. Alternatively, the plaintiff contends that, even if Delaware procedural law controls

the timeliness of its claims, § 17-607 (c) of DRULPA is

inapplicable because the defendants withdrew from the

limited partnership in 2008 and, therefore, were not

limited partners at the time the action was filed. Lastly,

the plaintiff claims that its complaint was filed timely

under Connecticut law because ‘‘unjust enrichment is

either not subject to any statute of limitations at all

(as an equitable claim) or is governed by the six-year

[limitation] period [applicable to contracts] set forth in

. . . § 52-576 (a).’’

The defendants respond that the judgment of the trial

court should be affirmed because that court properly

concluded that the limited partnership agreement

expressly incorporated Delaware law, including the

three-year limitation period in § 17-607 (c) of DRULPA.

They also argue that Connecticut law requires the application of § 17-607 (c) because General Statutes § 34-

38f (1) provides that ‘‘the laws of the state under which

a foreign limited partnership is organized govern its

organization and internal affairs and the liability of its

limited partners.’’ Alternatively, the defendants contend

that, even if we were to conclude that Connecticut law,

rather than Delaware law, governs the timeliness of the

plaintiff’s claims, the trial court’s judgment nonetheless

should be affirmed on the ground that the plaintiff’s

unjust enrichment claims are time-barred under either

the three-year statute of limitations in § 52-577 or the

doctrine of laches. Lastly, the defendants argue that the

judgment of the trial court may be affirmed on the

alternative ground that ‘‘the equitable remedy of unjust
enrichment is unavailable where there is a written contract between the parties on the subject.’’

II

The applicable standard of review is not in dispute.

‘‘Practice Book § 17-49 provides that summary judgment shall be rendered forthwith if the pleadings, affidavits and any other proof submitted 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.

In deciding a motion for summary judgment, the trial

court must view the evidence in the light most favorable

to the nonmoving party. . . . The party moving for

summary judgment has the burden of showing the

absence of any genuine issue of material fact and that

the party is, therefore, entitled to judgment as a matter

of law. . . . On appeal, we must determine whether

the legal conclusions reached by the trial court are

legally and logically correct and whether they find support in the facts set out in the memorandum of decision

of the trial court. . . . Our review of the trial court’s

decision to grant the defendant’s motion for summary

judgment is plenary.’’ (Citations omitted; internal quotation marks omitted.) Cogan v. Chase Manhattan Auto

Financial Corp., 276 Conn. 1, 6–7, 882 A.2d 597 (2005).

It is well settled that ‘‘[c]hoice of law questions are

subject to de novo review.’’ Western Dermatology Consultants, P.C. v. VitalWorks, Inc., 322 Conn. 541, 558,

153 A.3d 574 (2016); see also American States Ins. Co.

v. Allstate Ins. Co., 282 Conn. 454, 461, 922 A.2d 1043

(2007) (noting that ‘‘choice of law issues present questions of law over which our review is plenary’’).

Nor do the parties disagree about the fundamental

starting point of the conflict of laws analysis, which

requires initial resort to Connecticut conflict of laws

rules. ‘‘In determining the governing law, a forum

applies its own [conflict of laws] rules . . . .’’ Gibson

v. Fullin, 172 Conn. 407, 411, 374 A.2d 1061 (1977). The

applicable Connecticut conflict of laws rule depends

upon the nature of the plaintiff’s claim. See Macomber

v. Travelers Property & Casualty Corp., 277 Conn. 617,

640, 894 A.2d 240 (2006) (applying different choice of

law rules to tort and contract claims). This court previously has referred to unjust enrichment as both a tort5

and a quasi-contractual claim;6 however, we also have

recognized, more accurately, that it is neither a species

of tort nor contract but, rather, an equitable ‘‘means of

recovery in restitution.’’ Walpole Woodworkers, Inc. v.

Manning, 307 Conn. 582, 587 n.9, 57 A.3d 730 (2012)

(clarifying that unjust enrichment is a ‘‘noncontractual

means of recovery in restitution’’); see also Vertex, Inc.

v. Waterbury, 278 Conn. 557, 573, 898 A.2d 178 (2006)

(‘‘[u]njust enrichment is, consistent with the principles

of equity, a broad and flexible remedy,’’ and there is

‘‘no other test than what, under a given set of circumstances, is just or unjust, equitable or inequitable, con-
scionable or unconscionable’’ [internal quotation marks

omitted]); Connecticut National Bank v. Chapman, 153

Conn. 393, 399, 216 A.2d 814 (1966) (noting that unjust

enrichment ‘‘is essentially equitable,’’ and, in order to

recover in restitution under that doctrine, there is no

requirement that ‘‘the party unjustly enriched should

have been guilty of any tortious or fraudulent act’’).

Section 221 of the Restatement (Second), titled ‘‘Restitution,’’ ‘‘is concerned with what law governs a person’s right to recover from another, on grounds of fairness and good conscience, the amount by which the

other has been unjustly enriched at his expense.’’ 1

Restatement (Second), Conflict of Laws c. 8, topic 6,

introductory note, p. 726 (1971). Section 221 provides

in relevant part that ‘‘[i]n actions for restitution, the

rights and liabilities of the parties with respect to the

particular issue are determined by the local law of the

state which, with respect to that issue, has the most

significant relationship to the occurrence and the parties under the principles stated in § 6.’’7

Id., § 221 (1),

p. 727. Under subsection (2) of § 221, one of the ‘‘[c]ontacts to be taken into account in applying the principles

of § 6’’ is ‘‘the place where a relationship between the

parties was centered, provided that the receipt of

enrichment was substantially related to the relationship.’’ Id., § 221 (2) (a), p. 727. According to the commentary, ‘‘[t]he place where a relationship between the

parties was centered, provided that this relationship

was substantially related to the receipt of enrichment, is

the contact that, as to most issues, is given the greatest

weight in determining the state of the applicable law.’’

Id., comment (d), pp. 729–30. For example, ‘‘[w]hen the

enrichment was received in the course of the performance of a contract between the parties, the law

selected by application of the rules of §§ 187–188 [of

the Restatement (Second)] will presumably govern one

party’s rights in restitution against the other. The applicable law will be that chosen by the parties if they

have made an effective choice under the circumstances

stated in § 187.’’ Id., comment (d), p. 730.

In the present case, the alleged unjust enrichment

occurred in the course of the performance of the limited

partnership agreement, and, therefore, we must turn to

§ 187 of the Restatement (Second) to resolve the conflict of law inquiry. Section 187 of the Restatement

(Second) provides in relevant part that ‘‘[t]he law of the

state chosen by the parties to govern their contractual

rights and duties will be applied if the particular issue

is one which the parties could have resolved by an

explicit provision in their agreement directed to that

issue.’’ Id., § 187 (1), p. 561; see Elgar v. Elgar, 238

Conn. 839, 850, 679 A.2d 937 (1996) (noting that, under

§ 187, ‘‘parties to a contract generally are allowed to

select the law that will govern their contract’’). This ‘‘is

a rule providing for incorporation by reference and is

not a rule of choice of law. The parties, generally speak-
ing, have power to determine the terms of their contractual engagements. They may spell out these terms in

the contract. In the alternative, they may incorporate

into the contract by reference extrinsic material which

may, among other things, be the provisions of some

foreign law. In such instances, the forum will apply the

applicable provisions of the law of the designated state

in order to effectuate the intention of the parties.’’ 1

Restatement (Second), supra, § 187, comment (c), p.

563.

The limited partnership agreement here contains a

choice of law provision that provides: ‘‘This [a]greement

and all rights and liabilities of the parties hereto shall

be governed by and construed in accordance with the

laws of the [s]tate of Delaware, without regard to its

conflicts of law principles.’’ Pursuant to this choice of

law provision, as well as the other parts of the contract

evidencing the signatories’ intent ‘‘to form a limited

partnership . . . in accordance with the provisions of

[DRULPA],’’ we conclude that Delaware substantive

law controls the plaintiff’s unjust enrichment claims.8

This does not end our analysis, however, because it

is well established that ‘‘in a choice of law situation the

forum state will apply its own procedure . . . .’’ Paine

Webber Jackson & Curtis, Inc. v. Winters, 22 Conn.

App. 640, 650, 579 A.2d 545, cert. denied, 216 Conn. 820,

581 A.2d 1055 (1990); see, e.g., Ferri v. Powell-Ferri,

326 Conn. 438, 447, 165 A.3d 1137 (2017) (‘‘[a]lthough

the choice of law provision in the 1983 trust dictates

that matters of substance will be analyzed according

to Massachusetts law, procedural issues such as the

standard of review [and standing] are governed by Connecticut law’’); Montoya v. Montoya, 280 Conn. 605, 612

n.7, 909 A.2d 947 (2006) (‘‘[a]lthough the agreement’s

choice of law provision dictates that the substance of

the contract will be analyzed according to New York

law, procedural issues such as the applicable standard

of review are governed by Connecticut law’’); People’s

United Bank v. Kudej, 134 Conn. App. 432, 438, 39 A.3d

1139 (2012) (‘‘because the 1998 note and the guarantee

contain choice of law clauses stating that they are to

be governed and construed in accordance with Massachusetts law . . . we are guided by Massachusetts substantive law in deciding the defendant’s claims, but we

must apply the procedural laws of Connecticut’’). This

approach is consistent with § 122 of the Restatement

(Second), which provides that ‘‘[a] court usually applies

its own local law rules prescribing how litigation shall

be conducted even when it applies the local law rules

of another state to resolve other issues in the case.’’

1 Restatement (Second), supra, § 122, p. 350. As the

commentary to that section explains, ‘‘[t]he forum has

compelling reasons for applying its own rules’’ to procedural issues, even if the substantive law of another

jurisdiction applies, because, ‘‘in matters of judicial

administration, it would often be disruptive or difficult
for the forum to apply the local rules of another state.

The difficulties involved in doing so would not be repaid

by a furtherance of the values that the application of

another state’s local law is designed to promote.’’ Id.,

comment (a), p. 350. Additionally, ‘‘[p]arties do not usually give thought to matters of judicial administration

before they enter into legal transactions,’’ and, therefore, ‘‘the parties have no expectations as to such eventualities, and there is no danger of unfairly disappointing their hopes by applying the forum’s rules in such

matters.’’ Id., p. 351. Even if the application of the

forum’s procedural rule would alter the outcome of a

case, ‘‘the forum will usually apply its own rule if the

issue primarily concerns judicial administration. The

statute of limitations is a striking example of such an

issue . . . .’’ Id.

In Baxter v. Sturm, Ruger & Co., supra, 230 Conn.

339, we addressed whether a ‘‘statute of limitation[s]

is procedural or substantive for choice of law purposes.’’ We noted that it is ‘‘undisputed that . . . remedies and modes of procedure depend upon the lex fori’’

and that statutes of limitations typically are procedural

because they ‘‘relate to the remedy as distinguished

from the right.’’ (Internal quotation marks omitted.) Id.;

see also Thomas Iron Co. v. Ensign-Bickford Co., 131

Conn. 665, 668, 42 A.2d 145 (1945) (‘‘[i]t is undisputed

that, as a principle of universal application, remedies

and modes of procedure depend upon the lex fori’’).

Nonetheless, a statute of limitations may be deemed

substantive, rather than procedural, ‘‘if the limitation

is so interwoven with . . . the cause of action as to

become one of the congeries of elements necessary to

establish the right . . . .’’ (Internal quotation marks

omitted.) Baxter v. Sturm, Ruger & Co., supra, 340; see

also Thomas Iron Co. v. Ensign-Bickford Co., supra,

668–69 (observing that, if ‘‘the remedial law of the foreign jurisdiction is inseparable from the cause of

action,’’ then ‘‘the lex loci and not the lex fori governs’’).

We determined that neither statutes of limitations nor

statutes of repose are ‘‘substantive [or] procedural per

se for choice of law purposes,’’ but, rather, the characterization of the applicable limitation period ‘‘depends

on the nature of the underlying right that forms the

basis of the lawsuit. If the right existed at common law,

then the [limitation period] is properly characterized

as procedural because it functions only as a qualification on the remedy to enforce the preexisting right. If,

however, the right is newly created by the statute, then

the [limitation period] is properly characterized as substantive because the period of repose is so integral a

part of the cause of action as to warrant saying that it

qualifie[s] the right.’’ (Internal quotation marks omitted.) Baxter v. Sturm, Ruger & Co., supra, 346–47; see

also 1 Restatement (Second), supra, § 143, p. 400 (‘‘[a]n

action will not be entertained in another state if it is

barred in the state of the otherwise applicable law by
a statute of limitations which bars the right and not

merely the remedy’’).9 Applying these principles to the

facts at issue in Baxter, we held that the timeliness of

the plaintiff’s product liability claims was governed by

Connecticut’s statute of limitations, rather than Oregon’s statute of repose, ‘‘in light of the [common-law]

origin of the law of products liability . . . .’’ Baxter v.

Sturm, Ruger & Co., supra, 347.

Pursuant to Baxter, the procedural or substantive

nature of the limitation period depends on whether

the plaintiff’s right to relief existed under Delaware

common law. See id., 341 (examining Oregon law to

determine whether plaintiff’s claims existed at common

law).10 Under Delaware law, unjust enrichment is a

claim for restitution. See Fleer Corp. v. Topps Chewing

Gum, Inc., 539 A.2d 1060, 1062 (Del. 1988). The right

to relief is not created by statute but, rather, derives

from equitable principles under the common law. See,

e.g., Schock v. Nash, 732 A.2d 217, 232 (Del. 1999)

(‘‘[u]njust enrichment is defined as the unjust retention

of a benefit to the loss of another, or the retention of

money or property of another against the fundamental

principles of justice or equity and good conscience’’

[internal quotation marks omitted]). Given the common-law origin of the plaintiff’s unjust enrichment

claims, we conclude that the limitation period ‘‘is properly characterized as procedural because it functions

only as a qualification on the remedy to enforce the

preexisting right.’’11 Baxter v. Strum, Ruger & Co.,

supra, 230 Conn. 347. Accordingly, Connecticut law,

rather than Delaware law, governs the timeliness of the

plaintiff’s claims.

The defendants contend that § 17-607 (c) of DRULPA

is substantive, rather than procedural, because it extinguishes the liability of a limited partner after the expiration of three years. To support this contention, the

defendants rely on Century City Doctors Hospital, LLC

v. Friedman, 466 B.R. 1, 12–13 (Bankr. C.D. Cal. 2012),

and Freeman v. Williamson, 890 N.E.2d 1127, 1133–34

(Ill. App. 2008), both of which held that § 17-607 (c) is

substantive because it is a statute of repose, not a statute of limitations. We agree with the courts in Century

City Doctors Hospital, LLC, and Freeman that § 17-

607 (c) properly is characterized as a statute of repose

because it ‘‘clearly terminates the possibility of the limited partner’s liability after a defined period of time,

three years after receiving a distribution, regardless of

whether a potential plaintiff knows of his or her cause

of action.’’ Century City Doctors Hospital, LLC v.

Friedman, supra, 13, quoting Freeman v. Williamson,

supra, 1134; see Baxter v. Sturm, Ruger & Co., supra,

230 Conn. 341 (recognizing that ‘‘statutes of repose differ in some respects from statutes of limitation’’

because they terminate ‘‘any right of action after a specific time has elapsed, regardless of whether there has

as yet been an injury’’ [internal quotation marks omit-
ted]). Labeling the statute as such does not resolve the

issue at hand, however, because this court in Baxter

explicitly rejected the notion that ‘‘statutes of repose

. . . are always substantive’’; Baxter v. Sturm, Ruger &

Co., supra, 341; instead, concluding that statutes of

repose should be treated the same as statutes of limitations for choice of law purposes because they both

‘‘serve the same public policy of avoiding the litigation

of stale claims.’’ Id., 344. Under Connecticut’s choice

of law rules, the dispositive inquiry is not whether the

statute at issue properly is characterized as a statute

of repose or a statute of limitations, but whether the

‘‘nature of the underlying right that forms the basis of

the lawsuit’’ existed at common law.12 Id., 347. Because

Delaware law recognizes a common-law claim for

unjust enrichment, § 17-607 (c) of DRULPA is a procedural limitation on that preexisting right to relief.

The defendants next contend that the choice of law

provision in the limited partnership agreement is

worded broadly to include all of Delaware’s procedural

law as well as its substantive law. We disagree. ‘‘Choice

of law provisions in contracts are generally understood

to incorporate only substantive law, not procedural law

such as statutes of limitation[s].’’ Federal Deposit Ins.

Corp. v. Peterson, 770 F.2d 141, 142 (10th Cir. 1985).

Thus, ‘‘[a]bsent an express statement that the parties

intended another state’s limitations statute to apply, the

procedural law of the forum governs time restrictions

. . . .’’ Cole v. Mileti, 133 F.3d 433, 437 (6th Cir.), cert.

denied, 525 U.S. 810, 119 S. Ct. 42, 142 L. Ed. 2d 32

(1998); see also Gluck v. Unisys Corp., 960 F.2d 1168,

1179 (3d Cir. 1992) (‘‘[c]hoice of law provisions in contracts do not apply to statutes of limitations, unless the

reference is express’’); Des Brisay v. Goldfield Corp.,

637 F.2d 680, 682 (9th Cir. 1981) (Choice of law ‘‘clauses

generally do not contemplate application to statutes of

limitation. [Limitation] periods are usually considered

to be related to judicial administration and thus governed by the rules of local law, even if the substantive

law of another jurisdiction applies.’’); Portfolio Recovery Associates, LLC v. King, 14 N.Y.3d 410, 416, 927

N.E.2d 1059, 901 N.Y.S.2d 575 (2010) (‘‘Choice of law

provisions typically apply to only substantive issues

. . . and statutes of limitations are considered procedural because they are deemed as pertaining to the

remedy rather than the right . . . . There being no

express intention in the agreement that Delaware’s statute of limitations was to apply to this dispute, the choice

of law provision cannot be read to encompass that

[limitation] period.’’ [Citations omitted; internal quotation marks omitted.]).

The choice of law provision in the limited partnership

agreement does not mention, much less expressly incorporate, the three-year limitation period in § 17-607 (c)

of DRULPA.13 A ‘‘standard choice of law provision,’’

such as the one at issue in the present case, which does
not mention the procedural law of another state, ‘‘will

not be interpreted as covering a statute of limitations.’’

Federal Deposit Ins. Corp. v. Peterson, supra, 770 F.2d

142–43; see also Generali-U.S. Branch v. Lachel & Associates, Inc., Docket No. 3:16-cv-595-DJH, 2017 WL

6999998, *3 (W.D. Ky. August 7, 2017) (holding that

‘‘the phrase ‘governed by’ is not an express statement

indicating that Indiana law should apply to the statute

of limitations’’); American Energy Technologies, Inc.

v. Colley & McCoy Co., Docket No. CIV A. 98-398 MMS,

1999 WL 301648, *2 (D. Del. April 15, 1999) (holding

that choice of law provision, providing in relevant part

that ‘‘[t]he agreement shall be interpreted according to

the laws of the [c]ommonwealth of Virginia,’’ did ‘‘not

expressly provide for the laws of the [c]ommonwealth

of Virginia to apply to the statute of limitations,’’ and,

therefore, ‘‘Virginia’s five-year statute of limitations for

contract cases [was] inapplicable’’).

Finally, the defendants contend that § 17-607 (c) of

DRULPA must apply to the plaintiff’s unjust enrichment

claims pursuant to the Connecticut Uniform Limited

Partnership Act (CULPA), General Statutes § 34-9 et

seq., which provides in relevant part that ‘‘[s]ubject to

the Constitution of this state . . . the laws of the state

under which a foreign limited partnership is organized

govern its organization and internal affairs and the liability of its limited partners . . . .’’ General Statutes

§ 34-38f (1). Again, we disagree. Consistent with CULPA

and the choice of law provision in the limited partnership agreement, Delaware law governs the substantive

liability of the defendants with respect to the plaintiff’s

unjust enrichment claims. As we have explained, however, the time in which to file a Delaware unjust enrichment action is a matter of judicial administration and

procedure that is controlled by Connecticut law. Therefore, Connecticut law governs the timeliness of the

plaintiff’s claims.

III

Having concluded that Connecticut law governs the

timeliness of the plaintiff’s unjust enrichment claims,

we next address the defendants’ contention that the

judgment of the trial court may be affirmed on the

alternative ground14 that the plaintiff’s claims are barred

by the three-year statute of limitations in § 52-577 generally applicable to tort actions.15 The plaintiff responds

that § 52-577 is inapplicable to the present case because

unjust enrichment is not a tort but an equitable claim for

relief. The plaintiff contends that its unjust enrichment

claims are not subject to any limitation period at all or,

in the alternative, are subject to the six-year statute of

limitations applicable to contract actions. See General

Statutes § 52-576 (a).16

As a preliminary matter, we note that the trial court

did not reach the issue of which statute of limitations,

if any, governs the plaintiff’s unjust enrichment claims
under Connecticut law. When a trial court has not ruled

on all of the grounds raised in a motion for summary

judgment, we have the discretion either to ‘‘remand

for further trial court proceedings’’ or ‘‘to consider

whether, as a matter of law, the trial court’s judgment

can be sustained on . . . [alternative] grounds.’’ Skuzinski v. Bouchard Fuels, Inc., 240 Conn. 694, 703, 694

A.2d 788 (1997); see also Vollemans v. Wallingford, 103

Conn. App. 188, 219, 928 A.2d 586 (2007) (‘‘[a]lthough

the trial court did not rule on those [alternative] grounds

for summary judgment, it is within our discretion to do

so on appeal’’), aff’d, 289 Conn. 57, 956 A.2d 579 (2008).

Because the issue presents a pure question of law17 that

has been briefed extensively by the parties on appeal,

the interest of judicial economy induces us to consider

whether the plaintiff’s unjust enrichment claims are

barred by the three-year limitation period in § 52-577.

As explained in part II of this opinion, unjust enrichment is not a legal claim sounding in either tort or

contract—it is an equitable claim for relief. As an equitable claim, its timeliness is not subject to a statute of

limitations but, rather, to the equitable doctrine of

laches. See Dunham v. Dunham, 204 Conn. 303, 326–27,

528 A.2d 1123 (1987) (holding that plaintiff’s equitable

claim for relief was not barred by three-year statute

of limitations in § 52-577), overruled in part on other

grounds by Santopietro v. New Haven, 239 Conn. 207,

213 n.8, 682 A.2d 106 (1996); see also Government

Employees Ins. Co. v. Barros, 184 Conn. App. 395, 399,

401, 195 A.3d 431 (2018) (recognizing that ‘‘[s]tatutes

of limitations do not apply in a strict fashion to causes

of action arising in equity,’’ and when ‘‘the plaintiff’s

claim sounds only in equity, not in law or in both law

and equity . . . the plaintiff’s claim is not subject to

any statute of limitations, let alone the same statutes

of limitations applicable to the underlying claims’’ [footnote omitted]). In an action for equitable relief, a court

is not ‘‘bound to apply the statute of limitations that

governs the underlying cause of action. In fact, in an

equitable proceeding, a court may provide a remedy

even though the governing statute of limitations has

expired, just as it has discretion to dismiss for laches

an action initiated within the period of the statute.’’

Dunham v. Dunham, supra, 326. ‘‘Although courts in

equitable proceedings often look by analogy to the statute of limitations to determine whether, in the interests

of justice, a particular action should be heard, they are

by no means obliged to adhere to those time limitations.’’ Id., 326–27; see Certain Underwriters at Lloyd’s,

London v. Cooperman, 289 Conn. 383, 411, 957 A.2d

836 (2008) (concluding that plaintiffs’ equitable claims

were time-barred because its legal claims were timebarred under statute of limitations). As equitable claims

for relief, the plaintiff’s unjust enrichment claims are

not barred by the three-year limitation period in § 52-

577.
The defendants contend18 that, even under the doctrine of laches, the three-year limitation period in § 52-

577 should apply to this action by analogy because the

plaintiff ‘‘has no excuse whatsoever for waiting until

2013 to seek recovery of payments made in 2008,’’ and

the defendants have suffered prejudice as a consequence of the plaintiff’s delay because ‘‘SV Fund recouped the alleged loss, SV Fund no longer exists, and all

of the other partners have received their distributions.’’

To prevail on the affirmative defense of laches, the

defendants must establish, first, that there was an inexcusable delay and, second, that the delay ‘‘prejudiced

the defendant[s]. . . . The mere lapse of time does not

constitute laches . . . unless it results in prejudice to

the defendant[s] . . . . A conclusion that a plaintiff

has been guilty of laches is one of fact for the trier and

not one that can be made by this court, unless the

subordinate facts found make such a conclusion inevitable as a matter of law.’’ (Citations omitted; internal

quotation marks omitted.) Papcun v. Papcun, 181 Conn.

618, 620–21, 436 A.2d 282 (1980). The trial court made

no factual findings regarding the defendants’ special

defense of laches, and, in the absence of subordinate

facts, we decline to address the issue. We therefore

remand this case to the trial court for consideration of

the defendants’ seventh special defense of laches, as

well as the remaining grounds for summary judgment

raised in the defendants’ August 12, 2016 motion for

summary judgment.

The judgment is reversed and the case is remanded

for further proceedings according to law.

In this opinion the other justices concurred.

1 Section 17-607 of DRULPA provides that, ‘‘[u]nless otherwise agreed, a

limited partner who receives a distribution from a limited partnership shall

have no liability under this chapter or other applicable law for the amount

of the distribution after the expiration of 3 years from the date of the distribution.’’

2 Deutsch received the following distributions: (1) $15,000,000 in January,

2008; (2) $5,305,029.10 on May 8, 2008; (3) $2,000,000 on May 13, 2008; and

(4) $4,443.93 on May 14, 2008. Simon received the following distributions:

(1) $1,250,000 in January, 2008; and (2) $926,785.80 on May 2, 2008.

3 3V Capital Partners, LP, was a predecessor partnership to SV Fund, of

which the defendants were limited partners.

4 Additionally, the trial court rejected the plaintiff’s argument that ‘‘[§] 17-

607 (c) [of DRULPA] is not applicable because, upon their withdrawal, the

defendant[s] ceased to be limited partners under the terms of the [limited

partnership agreement].’’ The trial court determined that ‘‘a thorough reading

of [§] 17-607 as a whole makes it clear that the words ‘limited partner’ refer

to the person or entity who receives the distribution by virtue of the partner’s

status as a limited partner and applies even to withdrawing limited partners.’’

The trial court did not reach the issue of ‘‘whether . . . the Connecticut

statute of limitations would bar the plaintiff’s claim[s].’’

5 See, e.g., LaSalla v. Doctor’s Associates, Inc., 278 Conn. 578, 595, 898

A.2d 803 (2006); Macomber v. Travelers Property & Casualty Corp., supra,

277 Conn. 640; Fink v. Golenbock, 238 Conn. 183, 193, 680 A.2d 1243 (1996).

6 See, e.g., Habetz v. Condon, 224 Conn. 231, 236 n.9, 618 A.2d 501 (1992);

Sidney v. DeVries, 215 Conn. 350, 351–52 n.1, 575 A.2d 228 (1990); Liljedah

Bros., Inc. v. Grigsby, 215 Conn. 345, 346 n.1, 576 A.2d 149 (1990); see

generally Meaney v. Connecticut Hospital Assn., Inc., 250 Conn. 500, 511,

735 A.2d 813 (1999) (‘‘[a]lthough, linguistically, such a claim is sometimes

denominated an implied-in-law claim, or a quasi contract claim, it is more
descriptive to call it what it is, a claim in restitution whose basis is the

alleged unjust enrichment of one person at the expense of another’’).

7 We recognize that, in Macomber v. Travelers Property & Casualty Corp.,

supra, 277 Conn. 640, we held that unjust enrichment was a tort for choice

of law purposes, and, therefore, ‘‘we apply the law of the state in which the

plaintiff was injured, unless to do so would produce an arbitrary or irrational

result.’’ As this court recently clarified, however, ‘‘we have completely abandoned the lex loci test in tort actions’’ and adopted ‘‘the most significant

relationship test outlined in §§ 6 (2) and 145 of the Restatement (Second)

of Conflict of Laws [as] the proper test to apply in tort actions to determine

which state’s law applies.’’ Western Dermatology Consultants, P.C. v.

VitalWorks, Inc., supra, 322 Conn. 551 n.9. Thus, regardless of whether a

claim for unjust enrichment is characterized as a tort or an equitable claim

for restitution, the same conflict of law principles apply, namely, the most

significant relationship test set forth in the Restatement (Second).

8 There is no contention that either of the exceptions listed in § 187 (2)

of the Restatement (Second) is applicable to the present case. See 1

Restatement (Second), supra, § 187 (2), p. 561 (providing that law of state

chosen by parties will be applied unless either ‘‘the chosen state has no

substantial relationship to the parties or the transaction and there is no

other reasonable basis for the parties’ choice’’ or ‘‘application of the law of

the chosen state would be contrary to a fundamental policy of a state which

has a materially greater interest than the chosen state in the determination

of the particular issue and which, under the rule of § 188, would be the

state of the applicable law in the absence of an effective choice of law by

the parties’’); see also Elgar v. Elgar, supra, 238 Conn. 850 (holding that

‘‘parties to a contract generally are allowed to select the law that will govern

their contract, unless either’’ exception in § 187 [2] of Restatement [Second]

is applicable).

9 We recognize that §§ 142 and 143 of the Restatement (Second) were

repealed and replaced with an amended § 142 in the 1988 revision of the

Restatement (Second), which abandoned the procedural/substantive distinction and embraced ‘‘the emerging trend’’ that ‘‘a claim will not be maintained

if it is barred by the statute of limitations of the state which, with respect

to the issue of limitations, is the state of most significant relationship to the

occurrence and the parties under the principles stated in § 6.’’ 1 Restatement

(Second), Conflict of Laws § 142, comment (e), p. 125 (Supp. 1989). The

parties in the present case have not asked us to overrule our prior precedent

employing the traditional approach and adopt the 1988 revision to § 142 of

the Restatement (Second), and, therefore, we have no reason to address

the issue here. See Spencer v. Hartford Financial Services Group, Inc., 256

F.R.D. 284, 300 (D. Conn. 2009) (noting that, although ‘‘Connecticut courts

are trending [toward] following the Restatement’s ‘most significant relationship’ test in place of traditional rules,’’ this court’s 1994 decision in Baxter,

which postdated 1988 revision to § 142 of Restatement [Second], reflects

that Connecticut courts continue to ‘‘follow the traditional rule’’ with respect

to statutes of limitations); see also Doe No. 1 v. Knights of Columbus, 930

F. Supp. 2d 337, 356 n.25 (D. Conn. 2013); Bilodeau v. Vlack, Docket No.

07-CV-1178 (JCH), 2009 WL 1505571, *4 (D. Conn. 2009).

10 In Baxter, the term ‘‘common law’’ is used broadly to include all rights

preexisting ‘‘new right[s] created by statute.’’ Baxter v. Sturm, Ruger & Co.,

supra, 230 Conn. 340. Thus, although the term may be used more narrowly in

other contexts, in the present context, the ‘‘common law’’ includes ‘‘judicial

precedent,’’ ‘‘case law,’’ and ‘‘natural law,’’ as opposed to statutory law.

(Internal quotation marks omitted.) Moore v. Ganim, 233 Conn. 557, 599,

660 A.2d 742 (1995); see also Western Union Telegraph Co. v. Call Publishing

Co., 181 U.S. 92, 102, 21 S. Ct. 561, 45 L. Ed. 765 (1901) (‘‘[a]s distinguished

from law created by the enactment of legislatures, the common law comprises the body of those principles and rules of action relating to the government and security of persons and property, which derive their authority

solely from usages and customs of immemorial antiquity, or from the judgments and decrees of the courts recognizing, affirming and enforcing such

usages and customs’’ [internal quotation marks omitted]); State v. Courchesne, 296 Conn. 622, 674 n.36, 998 A.2d 1 (2010) (‘‘[t]he common law is

generally described as those principles, usage, and rules of action applicable

to the government and security of persons and property which do not rest

for their authority [on] any express and positive declaration of the will of

the legislature’’ [internal quotation marks omitted]). We recognize that there

is a distinction between ‘‘legal’’ and ‘‘equitable’’ claims, which derives from

the historical distinction in England between ‘‘courts of law and courts
of equity.’’ Blumberg Associates Worldwide, Inc. v. Brown & Brown of

Connecticut, Inc., 311 Conn. 123, 145, 84 A.3d 840 (2014); see id. (noting

that, ‘‘[i]n the United States, most jurisdictions, including Connecticut and

the federal courts, have merged law and equity courts’’). This distinction,

however, is irrelevant to the procedural/substantive analysis of a limitation

period under Baxter and our use of the term ‘‘common law’’ here.

11 The defendants, quoting Baxter v. Sturm, Ruger & Co., supra, 230

Conn. 340, contend that DRULPA ‘‘created rights based on unique statutory

relationships that did not exist at common law,’’ and, therefore, the threeyear statute of limitations in § 17-607 (c) is ‘‘one of the ‘congeries of elements

necessary to establish the right.’ ’’ Although DRULPA created a statutory

framework that did not exist at common law, the plaintiff does not seek to

recover under DRULPA or any of the statutory rights created therein; it

seeks recovery solely under the common-law doctrine of unjust enrichment.

As the master of the complaint, the plaintiff is free to decide what theory

of recovery to pursue, and, under Baxter, the theory of recovery chosen by

the plaintiff is dispositive of whether a statute of limitations is deemed

procedural or substantive for choice of law purposes. See Baxter v. Sturm,

Ruger & Co., supra, 347.

12 The defendants point out that ‘‘numerous Connecticut cases’’ have held

‘‘that a statute of limitation[s] is substantive.’’ Nothing in the cases cited by

the defendants is inconsistent with our holding in Baxter or the principles

elucidated in this opinion, because, in all of those cases, the limitation period

was part of a statutory scheme that did not exist at common law. See

Lostritto v. Community Action Agency of New Haven, Inc., 269 Conn. 10,

26, 848 A.2d 418 (2004) (holding that 120-day limitation in General Statutes

§ 52-102b is substantive because it is part of statutory scheme that ‘‘confers

rights that did not exist at common law’’); Ecker v. West Hartford, 205 Conn.

219, 233, 530 A.2d 1056 (1987) (holding that three-year limitation in General

Statutes § 52-555 is substantive because wrongful death statute ‘‘creates

liability where none formerly existed’’ at common law); Diamond National

Corp. v. Dwelle, 164 Conn. 540, 543, 325 A.2d 259 (1973) (holding that time

limitation in General Statutes § 49-39 is substantive because ‘‘[a] mechanic’s

lien is a creature of statute and gives a right of action which did not exist

at common law’’); Simmons v. Holcomb, 98 Conn. 770, 774–75, 120 A. 510

(1923) (holding that statute of limitations for worker’s compensation claim

is substantive because ‘‘right of action . . . did not exist at common law,’’

and, therefore, ‘‘it is a limitation of the liability itself, as created, and not

of the remedy alone’’ [internal quotation marks omitted]); Federal National

Mortgage Assn. v. Jessup, Docket No. CV-98-0169417-S, 1999 WL 624453,

*11 (Conn. Super. August 3, 1999) (holding that statute of limitations for

claim under Connecticut Unfair Trade Practices Act [CUTPA] is substantive

because ‘‘CUTPA is a statutory creation’’).

13 The limited partnership agreement provides that the limited partnership

is ‘‘create[d] and form[ed]’’ in accordance with DRULPA but is ‘‘governed

by and construed in accordance with the laws of the [s]tate of Delaware

. . . .’’ (Emphasis added.) Thus, although the parties may have incorporated

DRULPA with respect to the creation and formation of the partnership, the

agreement itself and ‘‘all rights and liabilities of the parties’’ arising out of

the agreement are governed by Delaware law generally. In any event, as

explained in the text of this opinion, § 187 of the Restatement (Second) ‘‘is

a rule providing for incorporation by reference and is not a rule of choice

of law.’’ 1 Restatement (Second), supra, § 187, comment (c), p. 563. Accordingly, even where the law of another state expressly has been incorporated

into a contract by reference, the procedural law of the forum applies in the

absence of an express statement to the contrary. See id., § 122 and comments

(a) through (c), pp. 350–53.

14 We note that the defendants did not file a preliminary statement of the

issues ‘‘present[ing] for review alternative grounds upon which the judgment

may be affirmed,’’ as required Practice Book § 63-4 (a) (1). Nonetheless, we

may consider the defendants’ alternative grounds for affirmance as properly

raised if ‘‘neither party would be prejudiced by our doing so . . . .’’ (Internal

quotation marks omitted.) Gerardi v. Bridgeport, 294 Conn. 461, 466, 985

A.2d 328 (2010). Because the applicability of § 52-577 was discussed extensively in its principal appellate brief, we conclude that the plaintiff would

not be prejudiced by our consideration of the defendants’ alternative grounds

for affirmance. See, e.g., Connecticut Ins. Guaranty Assn. v. Fontaine, 278

Conn. 779, 784 n.4, 900 A.2d 18 (2006).

15 General Statutes § 52-577 provides that ‘‘[n]o action founded upon a

tort shall be brought but within three years from the date of the act or
omission complained of.’’

16 General Statutes § 52-576 (a) provides in relevant part that ‘‘[n]o 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 . . . .’’

17 See, e.g., Certain Underwriters at Lloyd’s, London v. Cooperman, 289

Conn. 383, 407–08, 957 A.2d 836 (2008) (‘‘[t]he question of whether a party’s

claim is barred by the statute of limitations is a question of law, which this

court reviews de novo’’ [internal quotation marks omitted]).

18 The defendants also contend that the judgment of the trial court may

be affirmed on the alternative ground that ‘‘[i]t is well settled in Connecticut

that the equitable remedy of unjust enrichment is unavailable where there

is a written contract between the parties on the subject.’’ We decline to

address the defendants’ alternative ground for affirmance in light of our

conclusion in part II of this opinion that Delaware law, rather than Connecticut law, governs the substance of the plaintiff’s unjust enrichment claims.