IV

IV. CONTRACTS

A. CONTRACT FOR SALE OF GOODS. An action for breach of any contract for sale of goods must be commenced within four (4) years after the cause of action has accrued, except by original agreement the parties may reduce the period to not less than one (1) year, but not extend it. Where an action commenced within the above time limit is so terminated as to leave available a remedy by another action for the same breach, such other action may be commenced after the expiration of the time limited and within six (6) months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute. A.C.A. § 4-2-725(1), (3) (Repl. 2001).

B. CONTRACT OR LIABILITY, EXPRESS OR IMPLIED. All actions founded on any contract or liability, expressed or implied, shall be commenced within three (3) years after the cause of action accrues. A.C.A. § 16-56-105(3) (1987).

C. CONTRACTS IN WRITING. Actions to enforce written obligations, duties, or rights, except those to which A.C.A. § 4-4-111 is applicable, shall be commenced within five (5) gars after the cause of action shall accrue. However, partial payment or written acknowledgement of default shall toll this statute of limitations. A.C.A. § 16-56-111 (1987 & Supp. 2001).

D. CONTRACTS NOT IN WRITING. All actions founded upon any contract, obligation, or liability not in writing and not under seal, except for those brought upon the judgment or decree of some court of record of the United States or of this or some other state shall be commenced within three (3) years after the cause of action accrues. A.C.A. § 16-56-105 (1987).

E. DEFICIENCY IN DESIGN, CONSTRUCTION OR REPAIR.

1. Action in contract to recover damages. No action in contract, whether oral or written, sealed or unsealed, to recover damages caused by any deficiency in the design, planning, supervision, or observation of construction or the construction or repair of any improvement to real property or for injury to real or personal property caused by such deficiency, shall be brought against any person performing or furnishing the design, planning, supervision, or observation of construction or the construction or repair of the improvement more than five (5) years after substantial completion of the improvement. A.C.A. § 16-56-112(a) (1987 & Supp. 2001). The foregoing limitations shall also apply to any action for damages caused by any deficiency in surveying, establishing, or making the boundaries of real property, the preparation of maps, or the performance of any other engineering or architectural. work upon real property or improvements to real property. A.C.A. § 16-56-112(c) (1987 & Supp. 2001).

2. Action in tort or contract to recover damages for personal injury or wrongful death. No action in tort or contract, whether oral or written, sealed or unsealed, to recover damages for personal injury or wrongful death caused by any deficiency in the design, planning, supervision, or observation of construction or the construction and repairing of any improvement to real property shall be brought against any person performing or furnishing the design, planning, supervision, or observation of construction or the construction and repair of the improvement more than four (4) years after substantial

completion of the improvement. A.C.A. § 16-56-112(a) (1987 & Supp. 2001). In the case of personal injury or an injury causing wrongful death, which injury occurred during the third year after the substantial completion, an action in tort or contract to recover damages for the injury or wrongful death may be brought within one (1) year after the date on which injury occurred, irrespective of the date of death, but in no event shall such an action be brought more than five (5) years after the substantial completion of construction of such improvement. A.C.A. § 16-56-112(b)(2) (1987 & Supp. 2001). The foregoing limitations shall also apply to any action for damages caused by any deficiency in surveying, establishing, or making the boundaries of real property, the preparation of maps, or the performance of any other engineering or architectural work upon real property or

improvements to real property. A.C.A. § 16-56-112(c) (1987 & Supp. 2001).

3. Fraudulent concealment of a defect. The limitations prescribed by this section shall not apply in the event of fraudulent concealment of the deficiency, nor shall the limitation be asserted by way of defense by any person in actual possession or control, as owner, tenant, or otherwise, of such an improvement at the time any deficiency in the improvement constitutes the proximate cause of the injury or death. A.C.A. § 16-56-112(d) (1987 & Supp. 2001).

A. CORPORATIONS. 1. In general.

a. Claims after notice of dissolution. Creditors of a dissolved corporation, after the optional notice, have 120 days to present their claims in writing at a specified place and in a specified manner. A.C.A. §§ 4-26-1105(a)(1), 4-27-1406 (RepL 2001).

b. Claims under supervision. Creditors and claimants must file their claims with the court within 120 days following the first publication of adequate notice. A.C.A. § 426-1106 (Repl. 2001).

2. Nonprofit corporations.

a. Appeal from denial of reinstatement. The nonprofit corporation may appeal the denial of reinstatement to the Chancery Court of Pulaski County within ninety (90) days after service of the notice of denial is perfected. A.C.A. § 4-33-1423(b) (Rep!. 2001).

b. Foreign corporation: appeal of revocation of certificate of authority. A foreign nonprofit corporation may appeal the revocation of its certificate of authority to the Chancery Court of Pulaski County within thirty (30) days after service of the certificate of revocation is perfected. A.C.A. § 4-33-1532 (Repl. 2001).

c. Known claims against dissolved nonprofit corporation. A creditor of a dissolved nonprofit corporation shall deliver its claim to nonprofit corporation by the deadline stated in the nonprofit corporation's written notice. If the nonprofit corporation rejects the claim, the creditor must initiate a proceeding within ninety (90) days of the effective date of the rejection notice. A.C.A. § 4-33-1407 (Repl. 2001).

d. Unknown claims against dissolved nonprofit corporation. Creditors of a dissolved nonprofit corporation who do not receive actual notice of dissolution or whose claims are contingent or based on an event occurring after the effective date of dissolution or not timely acted upon by the dissolving corporation, must commence a proceeding to enforce the claim within one (1) year after the date of newspaper notice publication. A.C.A. § 4-33-1408(c) (Repl. 2001).

1. Appeal from secretary of state's refusal to file document. The secretary of state's refusal to file a document may be appealed by the commencement of a petition to the Pulaski County Circuit Court within thirty (30) days after the return of the document. A.C.A. § 4-32-1302(a) (Repl. 2001).

2. Known claims against dissolved limited liability company. A claim against a limited liability company is barred if a claimant who was given proper written notice does not deliver the claim to the limited liability company by the deadline stated in the notice. A claim against a limited liability company is barred if a claimant whose claim is rejected by the limited liability company does not commence a proceeding to enforce the claim within ninety (90) days after the date of the rejection notice or deemed rejection. A.C.A. § 4-32907(c) (Repl. 2001).

3. Unknown claims against dissolved limited liability company. Creditors of a limited liability company who do not receive actual notice of dissolution or whose claims are contingent or based on an event occurring after the effective date of dissolution, must commence a proceeding within the earlier of the limitations period otherwise provided under law or five (5) years after the later of the date of publication of the newspaper notice of dissolution or filing of the articles of dissolution. A.C.A. § 4-32-908(c) (Repl. 2001).