Birchwood-Manassas Assocs. v. Birchwood, 290 Va. 5, 773 S.E.2d

June 4, 2015

Record No: 141195

(As published by the Virginia Supreme Court)
In an action for breach of contract, unjust enrichment and imposition of constructive trusts, including allegations of breach of the fiduciary duties of loyalty and care by corporate managers, the circuit court did not err in granting the defendants’ plea in bar of the statute of limitations. The parties agree that a three-year limitation period was applicable to the claims, and that the period had expired. The plaintiff corporation had the burden to prove its entitlement to tolling of the statute of limitations, and neither irrevocable conflict of interest nor breach of fiduciary duty is listed within the Code of Virginia as tolling of the statute of limitations. While equity will toll a statute of limitations under certain extraordinary circumstances, this plaintiff does not allege any fraud or failure to disclose the transactions on the part of any of its managers or the defendants, nor does it allege any affirmative acts that hindered the assertion of its claims. The conduct alleged was not concealed from or unknown to plaintiff, and even if its managers did not bring an action against the defendants before the statute of limitations ran, other members of the entity could have done so. As a matter of law, an action could have been filed to pursue collection of the loans within the statute of limitations. Equity aids the vigilant – not those who sleep on their rights – and plaintiff is not entitled to equitable relief. The circuit court did not err in granting the defendants’ plea in bar and its judgment is affirmed.

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