Claims for breaches of fiduciary duties and related relief are not uncommonly met with motions to dismiss if the claims accrued more than three years prior to the misconduct at issue. Certain tolling doctrines may serve to toll the standard three-year statute of limitations under 8 Del. C. § 8106. One such tolling doctrine is the “mutual running account” theory, codified under 10 Del. C. § 8108, which provides: “In the case of a mutual and running account between parties, the limitation specified in § 8106 [three years] of this title shall not begin to run while such account continues open and current.”
Another doctrine is one of continuing wrongs or continuing breach, which is “narrow” and “typically is applied only in unusual situations.” (Slip op. at 29) (internal citations omitted). One example where this doctrine is applied is where “plaintiff acquires his stock after a particular transaction has begun but before it is completed.” Desimone v. Barrows, 924 A.2d 908, 924-925 (Del. Ch. 2007).
The recent decision of Am General Holdings LLC v. The Renco Group, C.A. No. 7639-VCS (Del. Ch. Aug. 22, 2016) addressed whether claims were tolled under Section 8108, and also under the continuing wrongs doctrine. The Court declined to apply these narrow doctrines. The opinion further clarifies that a plaintiff who idly sleeps on his rights and fails to use monitor one’s investment cannot rely upon a tolling doctrine.