On July 7, 2025, Justice Jamieson of the Westchester County Commercial Division issued a decision in Universal Remote Control, Inc. v. ADP Totalsource, Inc., 2025 NY Slip Op. 51080(U), holding that a breach of fiduciary duty claim based on fraud has a six-year limitations period, explaining:
To dismiss a cause of action pursuant to CPLR 3211(a)(5) on the ground that it is barred by the applicable statute of limitations, a defendant bears the initial burden of demonstrating, prima facie, that the time within which to commence the action has expired. Marmo has not made this showing.
First, Marmo argues that the two claims against her are time-barred because they are repackaged allegations of a breach of fiduciary duty cause of action, which have three-year statutes of limitation. Naturally, plaintiff disagrees, contending that the operative statute of limitations is actually CPLR § 213(7). As the Second Department has explained, this provision provides for a six-year statute of limitations in an action by or on behalf of a corporation against a present or former director, officer or stockholder for an accounting, or to procure a judgment on the ground of fraud, or to enforce a liability, penalty or forfeiture, or to recover damages for waste or for an injury to property or for an accounting in conjunction therewith. If the specific language of CPLR 213(7) encompasses a particular claim, it supplants’ any shorter statute of limitations applicable to the claim, including claims to recover monetary damages. If plaintiff is correct, then the claims against Marmo are not time-barred. Marmo argues that this section does not apply because she was not a corporate officer. Plaintiff disagrees, and submits to the Court multiple documents that Marmo signed as an officer of plaintiff. Whether this qualifies her as an officer under this section of the CPLR cannot be resolved on this motion to dismiss.
Even if this section did not apply, Marmo argues, the claims would still be untimely because they are merely repackaged allegations of a breach of fiduciary duty cause of action, which has a three-year statute of limitations. In response, plaintiff rejects this assertion because they are predicated squarely upon Marmo’s fraud against URC, and thus have a six-year statute of limitations. As the First Department has explained, a cause of action for breach of fiduciary duty based on allegations of actual fraud is subject to a six-year limitations period. A review of the complaint shows that the claims against Marmo are premised on fraud. They are, thus, timely.
(Internal quotations and citations omitted)