On April 21, 2026, the First Department issued a decision in Cincinnati Terrace Member LLC v. Tartar Krinsky & Drogin LLC, 2026 NY Slip Op. 02369, holding that a contract’s choice of law provision did not govern the statute of limitations for a claim related to the contract, explaining:
We reject the remaining defendants’ argument that the claims asserted against them were properly dismissed as time-barred under Ohio’s four-year statute of limitations for fraud. Defendants contend that the four-year Ohio statute of limitations, which begins to run when the plaintiffs discovered or should have discovered the fraud in the exercise of due diligence, is applicable under a choice-of-law analysis. Defendants TKD and its Partner Smith also argue that the choice of law provision in the contract mandates the application of Ohio law. We disagree.
The remaining defendants’ analysis is flawed because under New York choice of law rules, matters of procedure are governed by the law of the forum. Thus, in an action pending in New York, the procedural law of New York applies, regardless of whatever substantive law governs the merits of the case. Because New York classifies the statute of limitations as procedural law — its operation affects only the remedy, not the rights at issue — the general rule is that New York’s statute of limitations law applies to actions brought in New York.
CPLR 202 modifies this general rule when the claim accrued outside New York and the plaintiff was a nonresident at the time it accrued. In this case, however, plaintiffs are Delaware LLCs with their principal places of business in New York, and the individual plaintiff Slabakis is a New York resident as well. Additionally, in the case of an economic injury, the place of injury usually is where the plaintiff resides and sustains the economic impact of the loss.
The remaining defendants’ reliance on the subject contract’s inclusion of a choice of law provision that called for application of Ohio law is misplaced. The Court of Appeals has held that, in the absence of an express intention in an agreement that a specific statute of limitations is to apply to a dispute, a choice of law provision cannot be read to encompass that limitations period. The choice-of-law provision here does not specifically call for the application of the Ohio statute of limitations. The reference to “without giving effect to any choice of law or conflict of law provision” is boilerplate and thus insufficient to encompass that statute of limitations period.
(Internal quotations and citations omitted).