C. Wayne Clark
Richard A. DiStefano
Appeal from Superior Court, Orange Unit, Civil Division
Michael J. Harris, J.
C. Foley and Elijah R. Bergman (On the Brief) of Lynch &
Foley, P.C., Middlebury, for Plaintiff-Appellant.
P. Robinson of Diamond & Robinson, P.C., Montpelier, for
PRESENT: Reiber, C.J., Skoglund, Robinson, Eaton and Carroll,
1. Plaintiff Wayne Clark appeals the trial
court's grant of summary judgment on statute of
limitations grounds to defendant Richard DiStefano in
connection with Clark's claim to collect on a promissory
note. Clark argues that the court erroneously applied the
six-year statute of limitations for demand notes found in the
Uniform Commercial Code (UCC), 9A V.S.A. § 3-118(b),
rather than the fourteen-year statute of limitations for
witnessed promissory notes, located in 12 V.S.A. § 508.
2. The undisputed facts and disputed facts viewed in favor of
Clark, as the nonmoving party, are as follows. In December
2006, DiStefano executed a witnessed promissory note for $16,
500, payable to Clark upon sixty days written notice of
demand. The note arose from a broader set of
business dealings between the parties. In late April or early
May 2007, Clark provided DiStefano written demand to pay the
promissory note, but DiStefano did not comply. Clark filed
suit to collect on the note in April 2017, approximately ten
years after his written notice of demand.
3. The parties filed competing motions for summary judgment,
each arguing that a different statute of limitations should
apply in this action. Clark contended the operative statute
of limitations in this case was 12 V.S.A. § 508, which
states, "An action brought on a promissory note signed
in the presence of an attesting witness shall be commenced
within 14 years after the cause of action accrues, and not
after." DiStefano asserted that the UCC provision for
demand notes governed this matter. Specifically, 9A V.S.A.
§ 3-118(b) declares that "if demand for payment is
made to the maker of a note payable on demand, an action to
enforce the obligation of a party to pay the note must be
commenced within six years after the demand." DiStefano
relied on 12 V.S.A. § 464, which states "[t]he
provisions of this chapter shall not affect an action
otherwise specially limited by law." He argued that
pursuant to this statute, the special limitations period
reflected in 9A V.S.A. § 3-118(b) trumped the
limitations period embodied in 12 V.S.A. § 508, which is
in the same chapter as § 464.
4. The trial court agreed with DiStefano, denied Clark's
motion for summary judgment, and granted summary judgment to
DiStefano on the basis of the statute of limitations.
5. On appeal, Clark contends the trial court erred in
concluding that the six-year limitations period in 9A V.S.A.
§ 3-118(b) was "specially limited by law," 12
V.S.A. § 464, and took precedence over 12 V.S.A. §
508. He argues that the disparate limitations statutes can be
harmonized by an interpretation that applies § 508 when
a promissory note is witnessed, but § 3-118(b) for
other, nonwitnessed demand notes. He further argues that the
cases relied upon by the trial court in construing § 464
are distinguishable, and that the trial court's approach
improperly repeals § 508 by implication.
6. In reviewing a denial or grant of summary judgment, we
apply the same standard as the trial court. In re
Carter, 2004 VT 21, ¶ 6, 176 Vt. 322, 848 A.2d 281.
"Summary judgment is appropriate when there are no
genuine issues of material fact and, viewing the evidence in
a light most favorable to the nonmoving party, the moving
party is entitled to judgment as a matter of law."
Id. (citation omitted); see also V.R.C.P. 56(a).
7. We affirm. The interpretive rule reflected in 12 V.S.A.
§ 464 resolves the potential conflict between the two
applicable limitations periods in favor of 9A V.S.A. §
3-118(b). This conclusion is consistent with our caselaw, and
does not amount to an improper implied repeal of 12 V.S.A.
8. The terms of 12 V.S.A. § 464 establish the framework
for resolving conflicts like this. When interpreting
statutory provisions, we begin with the plain language of the
statute, and, if possible, resolve any questions on this
basis alone. Dep't of Taxes v. Murphy, 2005 VT
84, ¶ 5, 178 Vt. 269, 883 A.2d 779. Section 464 states
"[t]he provisions of this chapter shall not affect an
action otherwise specially limited by law." Section 508,
reflecting the fourteen-year statute of limitations for
witnessed promissory notes, is in the same chapter of Title
12 as § 464-Chapter 23. For that reason, it is among the
provisions that, pursuant to the terms of § 464,
"shall not affect an action otherwise specially limited
by law." On the other hand, 9A V.S.A. § 3-118(b) is
outside of Chapter 23 of Title 12 and unquestionably applies
to negotiable demand notes-whether witnessed or not. Section
464 signals that applicable statutes of limitations outside
of Title 12, Chapter 23 trump potentially applicable
limitations periods within that chapter. Accordingly, the
six-year statute of limitations in § 3-118(b) governs in
9. This conclusion is consistent with our cases resolving
similar conflicts. In Mier v.Boyer, this
Court considered the interplay between the wrongful death
statute in Title 14, which requires that a wrongful death
action be commenced within two years of the
decedent's death, and a general tolling provision in
Chapter 23 of Title 12 providing that in the event of a
party's death, a limitation of two years applies to
actions that survive, beginning after the appointment of
anexecutor or administrator. 124 Vt. 12, 13,
196 A.2d 501, 502 (1963). Although we concluded that the
limitations period as set forth in the wrongful death statute
would apply even absent § 464, we identified § 464
as another basis for rejecting the argument that the
provision in Chapter 23 applied. We elaborated ...