Plaintiff could not rely on the delayed discovery rule to toll the limitations period on his fraud claim, because memoranda dating to the time of the alleged fraud—which were presented as part of plaintiff’s own evidence—disclosed the very facts which gave rise to the claim. Stella claimed defendants defrauded him in connection with selling him limited partnership investments because they did not disclose that the partnerships had paid the real estate brokers’ sales commissions on properties that the partnerships had purchased from the promoters. However, the trial court properly concluded that Stella’s claims were time-barred and he could not rely on delayed discovery to toll the limitations period because the private placement memoranda on which Stella relied to show the supposed misrepresentations in fact disclosed that the partnerships would be paying the brokers’ commissions. In ruling on defendants’ demurrers, the trial court did not err in considering the memoranda even though the memoranda weren’t attached to Stella’s complaint because unlike Fremont Indemnity Co. v. Fremont General Corp. (2007) 148 Cal.App.4th 97, this complaint did not raise claims involving the interpretation and enforceability of contract and Stella never alleged that extrinsic evidence was needed to interpret the private placement memoranda. Instead, he asserted that those memoranda’s plain meaning supported his fraud claims.
California Court of Appeal, Second District, Division 7 (Perluss, P.J.); January 17, 2017 (published February 6, 2017); 2017 WL 167529