Osley

BACKGROUND

In December 1982, Renee Peters (“Peters”) purchased six limited partnership units of the New York limited partnership, Regent Energy Partners. That same month, Edward Osley (“Osley”) purchased six limited partnership units of Oak Energy Partners, also a New York limited partnership. These limited partnerships thereafter entered into several sublease agreements with ABF.

These sublease agreements provided for annual royalties to be paid to ABF, but allowed the partnerships to defer the roy- alty if the partners assumed personal liability for the royalty amount. Peters and Osley both executed assumption agree- ments wherein they assumed personal responsibility for their pro rata share of the royalties.

Two provisions of these assumption agreements are at issue here: The parties selected New York law as governing their obligations and Peters and Osley waived the benefit of any statute of limitations defense.

Roughly seven years after the royalty payments became due and payable, ABF filed complaints for breach of contract on December 30, 2002, against Peters and Osley. Peters and Osley then moved to dismiss ABF’s complaint for failure to state a claim under Federal Rule…