Lloyd v. Prudential Securities, Inc., A93A1062

• Court: United States Court of Appeals (Georgia)
• Writing for the Court: SMITH; COOPER
• Citation: 438 S.E.2d 703,211 Ga.App. 247
• Parties: LLOYD et al. v. PRUDENTIAL SECURITIES, INC. et al.
• Docket Number: No. A93A1062,A93A1062
• Decision Date: 03 December 1993

Page 703

438 S.E.2d 703 211 Ga.App. 247 LLOYD et al.
v.
PRUDENTIAL SECURITIES, INC. et al. No. A93A1062. Court of Appeals of Georgia. Dec. 3, 1993.

Page 704

[211 Ga.App. 250] Page & Bacek, Edward J. Dovin, Atlanta, for appellants.

Parker, Hudson, Rainer & Dobbs, David G. Russell, William J. Holley, II, Jamie Brownlee-Jordan, Alan M. Wolper, Atlanta, for appellees.

[211 Ga.App. 247] SMITH, Judge.

The appellants are investors in the "Daniel Vinings Landing Limited Partnership" ("Partnership"). The appellees have played various roles in the formation, marketing, and operation of the Partnership. It is beyond dispute that the Partnership was an unprofitable venture for appellants. Seven years after making their initial investments, appellants brought suit alleging fraud, breach of fiduciary duty, and negligent misrepresentation, praying for rescission, the return of their investments, and other relief. They argue that the appellees fraudulently enticed them to invest in the Partnership and misrepresented its potential and actual performance for a period of over five years and that they did so with superior knowledge. The court granted the appellees' consolidated motions to dismiss on several grounds, and this appeal followed.

1. A copy of the Partnership agreement has not been made a part of the record of this case. However, appellants concede in their brief on appeal that the agreement includes language providing that it "shall be construed and enforced in accordance with the laws of the [Commonwealth of Virginia]." Among its stated reasons for dismissing the complaint, the court concluded that since the parties included a choice-of-law provision in the agreement stipulating that the law of Virginia should govern the contract, Virginia's generally shorter statutes of limitation should also apply, effectively barring appellants'[211 Ga.App. 248] complaint in this state. See Va.Code Ann. §§ 8.01-230, 8.01-243(A), 8.01-249. We disagree.

"The traditional method of resolving choice-of-law issues is through a tripartite set of rules, which are lex loci contractus, lex loci delicti, and lex fori. Under the rule of lex loci contractus, the validity, nature, construction, and interpretation of a contract are governed by the substantive law of the state where the contract was made, except that where the contract is made in one state and is to be performed in another state, the substantive law of the state where the contract is performed will apply. [Cit.] Under the rule of lex loci delicti, tort cases are governed by the substantive law of the state where the tort was committed. [Cit.] Under the rule of lex fori, procedural or remedial questions are governed by the law of the forum, the state in which the action is brought. [Cit.]" Fed. Ins. Co. v. Nat. Distrib. Co., 203 Ga.App. 763, 765, 417 S.E.2d 671 (1992).

Statutes of limitation "[limit] the time in which a party may bring an action for a right which has already accrued." Hill v. Fordham, 186 Ga.App. 354, 357(2), 367 S.E.2d 128 (1988). Such statutes "look only to the remedy and so are procedural. [Cits.]" Hunter v. Johnson, 259 Ga. 21, 22(1), 376 S.E.2d 371 (1989). Appellees cite no case from any jurisdiction, and we are aware of no precedent in this...