Nevertheless, "it is well settled that, where the original possession is lawful, conversion does not occur until after a demand and refusal to return the property." D'Amico v. First Union Nat'l Bank, 285 A.D.2d at 172, 728 N.Y.S.2d at 151 (citingMacDonnell v. Buffalo Loan, Trust Safe Deposit Co., 193 N.Y. 92, 101 (1908)); see also, e.g., Bernstein v. La Rue, 120 A.D.2d 476, 477, 501 N.Y.S.2d 896, 898 (2d Dep't 1986); Hebrew Inst. for the Deaf Exceptional Children v. Kahana, No. 27823-06, 17 Misc. 3d 1110(A), 851 N.Y.S.2d 63 (table), 2007 WL 2937166 at *6 (Sup. Ct. Kings Co. Oct. 9, 2007); Fromer v. Fromer, No. 6161-2006, 17 Misc. 3d 1106(A), 851 N.Y.S.2d 58 (table), 2007 WL 2850456 at *3 (Sup.Ct. Queens Co. Sept. 4, 2007). Based on the complaint, it appears that Habib first demanded that defendants "return [his] property," i.e., give him his appropriate ownership interest in all of the companies, "in or about 2007" (Am. Compl. ¶ 61; see page 8 above), well within the three year conversion limitation period.

It is further observed that the representation in the Memorandum that pre-sales would begin in the first quarter of 2006 is itself ambiguous and could not serve to establish an accrual date for a cause of action for the breach of a contract which had only been executed in December 2005. Where a contract does not specify a time for performance, the parties have a reasonable time to perform and a breach can only occur after the expiration of such reasonable time (see Bernstein v LaRue, 120 AD2d 476, 477 [2d Dept 1986]). "The question of what is a reasonable time is a factual one to be determined upon a trial of the action" (id.).

It is further observed that the representation in the Memorandum that pre-sales would begin in the first quarter of 2006 is itself ambiguous and could not serve to establish an accrual date for a cause of action for the breach of a contract which had only been executed in December 2005. Where a contract does not specify a time for performance, the parties have a reasonable time to perform and a breach can only occur after the expiration of such reasonable time (see Bernstein v. LaRue, 120 A.D.2d 476, 477 [2d Dept 1986] ). “The question of what is a reasonable time is a factual one to be determined upon a trial of the action” (id. )

The three-year Statute of Limitations applicable to conversion actions (CPLR 214) generally runs from the date the conversion takes place. (Berstein v La Rue, 120 A.D.2d 476, 477 [2d Dept 1986].) Where, as here, the original possession is lawful, "'a conversion does not occur until the defendant refuses to return the property after demand or until he sooner disposes of the property'."

However, plaintiffs, invoking equitable estoppel, argue the three-year limitations period instead began when plaintiffs "discovered the facts upon which the right [to demand return of the allegedly converted property] depends." (Opp. Br. at 23 (quoting Bernstein v. La Rue, 120 A.D.2d 476, 477 (2d Dep't 1986) (quoting N.Y. C.P.L.R. § 206(a)(1))). Even assuming for argument's sake that the limitations period for plaintiffs' conversion claim did not begin until plaintiffs learned of defendants' alleged conversion, the claim still is untimely.

A claim for accounting accrues when the duty to pay arises. Glynwill Investments, N.V. v. Prudential Sec., Inc., No. 92 Civ. 9267 (CSH), 1995 WL 362500, at *3 (S.D.N.Y. June 16, 1995) (citing Bernstein v. La Rue, 120 A.D.2d 476, 477 (2d Dep't 1986)). Under New York law, a claim for conversion is governed by a three-year statute of limitations.

Instead, Plaintiff must plead the agreed upon time for performance or, if no time for performance was agreed upon, Plaintiff must allege facts that show a reasonable time for performance has passed. See Bernstein v. La Rue, 120 A.D.2d 476, 477 (2d Dep't 1986) (holding breach of contract can occur only after time for performance expires). In addition, in New York, a loan made without reference to a repayment schedule is payable on demand.

Such a cause of action accrues when the corporation ceases to operate, Van Suetendael v. Van Suetendael, 293 N.Y. 233, 235, 56 N.E.2d 563 (N.Y. 1944) and is governed by a six-year statute of limitations (CPLR § 213). Bernstein v. La Rue, 120 A.D.2d 476, 501 N.Y.S.2d 896, 898 (2d Dep't 1986). Thus, the Reinsurers' second cause of action accrued when SOVAR was dissolved and discontinued by the Socialist Republic of Vietnam in April 1975.

Furthermore, "[i]f possession of the property is originally lawful, a conversion occurs when the defendant refuses to return the property after a demand or sooner disposes of the property." White v. City of Mount Vernon, 221 A.D.2d 345, 633 N.Y.S.2d 369, 370 (2d Dep't 1995) (citing Bernstein v. La Rue, 120 A.D.2d 476, 501 N.Y.S.2d 896, 898 (2d Dep't 1986)). Under New York law, actions for conversion have been generally limited to tangible property:

John J. Kassner Co. v. City of New York, 46 N.Y.2d 544, 550, 415 N.Y.S.2d 785, 788, 389 N.E.2d 99, 102 (1979). Accord Marathon Enterprises v. Feinberg, 595 F. Supp. 368 (S.D.N.Y. 1984); Bernstein v. LaRue, 120 A.D.2d 476, 501 N YS.2d 896, 897 (2d Dep't 1986). Since, in general, a third-party beneficiary is subject to any defenses which could be asserted against the promisee, the six-year statute of limitations applies to plaintiffs' contract claim.