How long do we have to sue on this contract in Alaska, and can the contract shorten that period?
Three years by default, and the statute's own text appears to let the parties change that by contract, but Alaska's case law adds a real check on shortening it. AS 09.10.053: "Unless the action is commenced within three years, a person may not bring an action upon a contract or liability, express or implied, except as provided in AS 09.10.040, or as otherwise provided by law, or, except if the provisions of this section are waived by contract." Two of those carve-outs are doing work: AS 09.10.040(a) gives 10 years for an action "upon a judgment or decree of a court" or "upon a sealed instrument," and "as otherwise provided by law" leaves room for every special period elsewhere in the statutes. Yet in Long v. Holland America Line Westours, Inc., the Alaska Supreme Court refused to enforce a tour contract's shortened contractual limitations period even though a chosen state's law would have upheld it, holding: "In our view, public policy bars enforcement of the clause at issue here because Holland America has failed to allege or show that enforcement of the clause is necessary to avoid prejudice," and concluding that "it was error to grant summary judgment by enforcing the contractual limitations clause."
The trap
AS 09.10.053's text reads as a straightforward contractual waiver provision, but Long shows Alaska courts impose an UNWRITTEN prejudice-showing requirement on top of it: a defendant relying on a contractually shortened period must affirmatively show that enforcing the shorter period is necessary to avoid prejudice from a stale or hard-to-defend claim, not merely point to the parties' agreement. Two things about Long have to travel with it. First, the claim there was a personal-injury claim, and the period the court measured the clause against was the ordinary two-year tort period, not AS 09.10.053: Long does not cite AS 09.10.053 anywhere, so the prejudice requirement is a public-policy gloss drawn from the limitation statutes generally rather than a construction of this section. Second, Long itself arose in a choice-of-law posture: the tour contract chose Washington law, and the court applied Alaska public policy to override that choice. What keeps the requirement from being confined to that posture is the line of cases Long builds on, all of them contracts governed by Alaska law with no foreign-law detour: "[i]n analogous settings, we have recognized the need to preserve the policy balance of our time bar statutes against unlimited contractual revision," and "in Alaska Emergy Authority v. Fairmont Insurance Co., we held that a filing limit imposed in an insurance policy was unenforceable absent an affirmative showing of prejudice to the insurer." So the narrower reading (prejudice matters only when a foreign law is chosen) is wrong. What is still open is how far outside the insurance and personal-injury settings the requirement reaches for an ordinary commercial contract claim: nothing read for this rule decides that.
7 authorities
- statuteAS 09.10.053enactment date not established
The words that state the rule
Unless the action is commenced within three years, a person may not bring an action upon a contract or liability, express or implied, except as provided in AS 09.10.040 , or as otherwise provided by law, or, except if the provisions of this section are waived by contract.
- statuteAS 09.10.040enactment date not established
The words that state the rule
A person may not bring an action upon a judgment or decree of a court of the United States, or of a state or territory within the United States, and an action may not be brought upon a sealed instrument, unless the action is commenced within 10 years.
The words that state the rule
In our view, public policy bars enforcement of the clause at issue here because Holland America has failed to allege or show that enforcement of the clause is necessary to avoid prejudice.
The words that state the rule
It noted that the tour contract set a specific limitations period, barring all claims for personal injury unless the claimant provided notice to Holland America within six months of the alleged injury and filed suit within one year after the trip was completed.
The words that state the rule
Honoring the contract's choice of Washington law, the superior court upheld the limitations clause and dismissed Long's suit as untimely. We reverse. Because this case raises fundamental policy issues that are materially more interesting to Alaska than Washington, Alaska law applies. Under our law, the limitations clause was unenforceable without a showing of prejudice.
The words that state the rule
In analogous settings, we have recognized the need to preserve the policy balance of our time bar statutes against unlimited contractual revision. For example, in Johnson v. City of Fairbanks we invalidated a municipal ordinance that established a four month notice-of-claim requirement for tort suits, holding that it violated the "statewide legislative policy" of providing uniform limitation periods. 25 And in Alaska Emergy Authority v. Fairmont Insurance Co., we held that a filing limit imposed in an insurance policy was unenforceable absent an affirmative showing of prejudice to the insurer.
The words that state the rule
Because the record fails to establish prejudice to Holland America, we hold that it was error to grant summary judgment by enforcing the contractual limitations clause.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.