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Seller, located in State C, sold specialized equipment to Buyer, located in State D. The contract stated, "This agreement and the rights and obligations of the parties are governed by State C law." It also stated, "Any claim for breach must be filed within two years after delivery." State C's general contract limitations period is two years. State D's general contract limitations period is six years, and State D usually treats statutes of limitations as procedural unless a contract expressly incorporates them.
Buyer sued Seller in State D court three years after delivery, alleging breach of warranty. Buyer argues that State D's six-year limitations period applies because statutes of limitations are procedural in State D. Seller argues that the contractual two-year period and the State C choice-of-law clause bar the claim. State D's filing rules also require service within 90 days after filing; State C allows 180 days. Buyer served Seller 120 days after filing.
Discuss whether Buyer's claim is timely. Address the choice-of-law clause, ordinary limitations periods, the contractual limitations term, and forum filing and service rules.