Justice Thomas Whelan
Defendants moved for summary judgment on plaintiff company’s 15th cause of action for declaratory relief. Plaintiff sought a declaration that Darling no longer owned a 51 percent interest in plaintiff. Plaintiff alleged Darling failed to pay cash required by a pro rata call to shareholders to make capital contributions in 2003, which would result in the loss of stock shares. Defendants alleged plaintiff’s claim was untimely and plaintiff failed to comply with notice of default and cure demand conditions precedent. The court found defendants’ moving papers showed Darling’s majority ownership in plaintiff was not unchallenged on the grounds of his breach of the shareholders’ agreement until 2013. As such, the court ruled plaintiff’s claim based on the conduct constituting the breach that occurred nine years before plaintiff’s interposition of the claim was time-barred under the applicable statute of limitations. Also, it found plaintiff failed to show defendants should be equitably estopped from asserting the statute of limitations defense. Darling was awarded summary judgment and it was declared he was the owner of a 51 percent shareholder interest in plaintiff and the purported forfeiture by a surrender of his shares proclaimed by plaintiff in 2013 letter was null and void.
