First Interstate Bank of Denver v. Central Bank & Trust Co. of Denver
In First Interstate Bank of Denver v. Central Bank & Trust Co. of Denver, 937 P.2d 855 (Colo. App. 1996), the plaintiff initially sued the defendant under federal securities law, but did not join any state law claims. The federal district court granted the defendant's motion for summary judgment.
While the appeal to the Tenth Circuit Court of Appeals was pending, the parties agreed in writing to toll any statute of limitations, doctrine of laches or other time bar on the plaintiff's state claims until a final adjudication on the federal claims.
After a final determination by the United States Supreme Court, the plaintiff brought an action against the defendant for violations of Colorado securities law.
On appeal, the plaintiff argued that the circuit court erred by finding the tolling agreement did not waive the time limit imposed by the Colorado Securities Act's statute of repose.
First, the Colorado Court of Appeals held that a stipulated, express forfeiture can negate a statute of repose. First Interstate Bank, 937 P.2d at 860. The court noted "although the introductory phrase 'in no event' may be read in particular contexts to establish a jurisdictional condition, it does not necessarily do so" for the pertinent statute of repose. First Interstate Bank, 937 P.2d at 861.
The court next considered public policy and legislative intent for the terms of the statute, stating that "the policy arguments advanced by the defendant simply are inapplicable when, as here, parties expressly agree not to assert the statute's time limitations." First Interstate Bank, 937 P.2d at 863. Pertinent for this case, the court found:
"Specifically, here, there is no contention that the tolling agreement prompted plaintiff to delay investigation or wait for more favorable securities prices in order to bring suit, or that additional problems of proof developed. Indeed, when the tolling agreement was signed in July 1990, the claims were clearly defined and a similar action based on the same transaction had already been filed in federal district court and dismissed on summary judgment. Furthermore, the agreement, which made clear plaintiff's intention to assert additional claims in state court, was for the benefit of both parties, implemented to preclude unnecessary litigation while the federal issues were on appeal." First Interstate Bank, 937 P.2d at 863.
The circuit court's decision to dismiss the plaintiff's claims was reversed.