New York does not have one statute of limitations governing all breach of fiduciary duty claims. Rather, it has two: three and six years.
In most cases, the statute of limitations for a breach of fiduciary duty claim depends on the substantive remedy sought by the Plaintiff in their complaint. Where the Plaintiff seeks equitable relief, it is governed by the six year statute of limitations. IDT Corp. v. Morgan Stanley Dean Witter & Co., 879 NE2d 268 (2009). Where the Plaintiff seeks legal relief, it is often governed by a three year statute of limitations. Id.
For breach of fiduciary duty claims asserted by minority shareholders against majority shareholders seeking redress pursuant to New York’s common law and/or statutory shareholder oppression statute, there is a six year statute of limitations. See, Loengard v. Santa Fee Industries, Inc., 514 NE2d 113 (1987). That is because the oppressed party is seeking equitable relief in the form of a buy-out or dissolution of the corporation.
Moreover, a party seeking the equitable remedy of an accounting is governed by the six year statute of limitations as set forth in CPLR §213. See, Evangelista v. Mattone, 844 NYS 2d 14 (2nd Dept. 2007).
If a breach of fiduciary duty claim is based upon fraud, like an employee stealing from their employer, then the Court will apply a six year statute of limitations. See, Kaufman v. Cohen, 760 NYS2d. 157 (1st Dept. 2003). The discovery rule may also toll the statute of limitations if it is a fraud-based breach of fiduciary duty claim. Id.
