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The primary issue presented was the
applicable statute of limitations. First, the court held
that the contractual choice of law provision, electing
Delaware law, was enforceable, and “not contrary to
Massachusetts public policy.” Delaware law, in turn,
provided for a one-year statute of limitations for
claims “for employment-related benefits,” and three
years for “actions arising out of other elements of the
employer-employee relationship.”
Following a 1968 decision of the Delaware
Supreme Court, the court held that the one-year
limitation applies to “claims based on work or services
that may have been completed . . . [and the] three-year
statute applies to claims based on work or services not
yet completed.” The court further explained that the
one-year limitation applies to claims for |
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something “already earned” and the
three-year period applies to claims for payment of “what
would have been earned had employment continued.”
Finding that Mr. Nahill’s claim was based upon services
performed during the vesting period, the court applied
the one-year limitation period to bar Mr. Nahill’s
claim.
The court also held, however, that Mr.
Nahill’s claim for conversion of his shares was subject
to a three-year limitation period and survived the
motion for partial summary judgment. The court parsed
the claim for breach of the implied covenant of good
faith and fair dealing and entered judgment to the
extent it was based upon the breach of contract claim,
but otherwise denied summary judgment on that count.
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