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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
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Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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I was the President of an Oregon Corporation, the ...

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I was the President of an Oregon Corporation, the corporation leased a building in Oregon 2001 and I personally guaranteed the lease for the corporation. The corporation went inactive and the building was sublet to another corporation in 2004. I have no proof of the acceptance of the sublet with the owner of the building, except that they were accepting payments from this new company until, May 2005, when the new corporation “Lessee” unexpectedly vacated the property. The Plaintiff in his claim stated that the building sat vacate for 11 months.

Was just served for small claims, as an individual, the original corporation has not been sued, nor the company that sublet the building, just myself, the Guarantor of the original lease. I am looking for a defense, I have listed possibilities for a defense and would like comment or additional advise on a defense. <br>
1) The building was vacated in the last day of May 2005, can I claim that the plaintiff has exceeded the statue of limitations
When you sublet a building under a lease, you as the sublessor are still liable to the landlord under the lease, even though the landlord may have been accepting payments from your sublessee. The only way you could have not been liable would have been if you assigned or transferred your lease to the new person. SInce you signed personally guaranteeing, they do not necessarily have to go after the company to collect.

Oregon has a 2 year statute of limitations on a breach of contract claim. Your answer in defense to this claim, in addition to answering all of the allegations, is that the claim is barred by the statute of limitations. You could also, instead of filing an answer, file a motion to dismiss claiming the claim is barred by the 2 year statute of limitations.

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Customer: replied 9 years ago.
Great advise, just one follow up question if possible. The 2 Year Statute of Limitations, would this be the date the building was vacated or the date the building owner found new occupants for the building? Can he claim his "loss" date was for example 11 months after the building was vacated,
The two year statute would be from the date the actual breach occurred, which would be the date he stopped getting rental payments.
Customer: replied 9 years ago.
Due you have the ORS Reference #?
I must apologize, my chart has the wrong number listed and when I went to the statute to send it to you I realized my chart was wrong. The correct statute of limitations is 6 years on a written or oral contract. When dealing with so many different states as in here, I have a chart with all of the statutes of limitations listed for each action in each state along with the statute number, but it does not have the entire statute.

Based upon the below, the landlord has 6 years from when the breach occurred to bring suit, which means you cannot claim the suit is barred by the statute of limitations for breach of contract. What you must do is file a third party action against the party to whom you sublet the building to, meaning that if you are found liable to the landlord, then the sublessee is liable to you.

12.080 Action on certain contracts or liabilities. (1) An action upon a contract or liability, express or implied, excepting those mentioned in ORS 12.070, 12.110 and 12.135 and except as otherwise provided in ORS 72.7250;

(2) An action upon a liability created by statute, other than a penalty or forfeiture, excepting those mentioned in ORS 12.110;

(3) An action for waste or trespass upon or for interference with or injury to any interest of another in real property, excepting those mentioned in ORS 12.050, 12.060, 12.135, 12.137 and 273.241; or

(4) An action for taking, detaining or injuring personal property, including an action for the specific recovery thereof, excepting an action mentioned in ORS 12.137;

shall be commenced within six years. [Amended by 1957 c.374 §3; 1961 c.726 §396; 1973 c.363 §1; 1983 c.437 §2; 1987 c.705 §3; 1991 c.968 §2]