## Facts

- On September 17, 1985, Blake Emerson loaned Robin M. Zagurski $17,000 at 10% interest, memorialized in a written promissory note payable “upon demand,” with interest payable monthly.
- Emerson alleged Zagurski failed to pay as required and that the most recent payment was made on January 2, 1987.
- Emerson alleged Zagurski acknowledged the debt and renewed her promise to pay in writing in December 1987.
- Emerson alleged another written acknowledgment of liability appeared in a July 31, 1990 letter from Zagurski’s attorney.
- Emerson alleged she made demand for full payment, but did not plead the date of the demand.
- Emerson alleged that as of July 20, 1990, the balance due was $23,219.26 plus interest at 10% per year from that date forward.
- Emerson filed suit on December 31, 1992, in the Douglas County District Court seeking recovery on the note.
- Zagurski filed a general demurrer asserting the action was barred by the statute of limitations.
- Effective January 1, 1992, Nebraska’s UCC had been amended to provide a six-year limitations period for actions on promissory notes that are negotiable instruments.
- The district court sustained the demurrer and dismissed the action as time-barred. Emerson appealed.

## Issues

1. Did the district court err by applying the wrong statute of limitations to Emerson’s action on a written demand promissory note after Nebraska’s 1992 UCC amendments?
2. Taking the well-pleaded allegations as true, did Emerson’s second amended petition show on its face that the claim was barred by the statute of limitations?
3. Do alleged partial payment(s) and written acknowledgments of liability, if proved, prevent dismissal on demurrer on limitations grounds?

## Decision

- The Court of Appeals held the district court applied an improper statute-of-limitations analysis to Emerson’s action on the demand note.
- The court held that, under the pleading standard governing a general demurrer, Emerson’s petition did not establish a limitations bar on its face, particularly given the allegation of demand (without a pleaded demand date) and the alleged payments/acknowledgments.
- The Court of Appeals reversed the dismissal and remanded for further proceedings.

## Legal Principles

- A general demurrer tests whether the petition states facts sufficient to constitute a cause of action; all well-pleaded facts and reasonable inferences are taken as true, but legal conclusions are not admitted.
- A statute-of-limitations defense warrants dismissal on demurrer only when the time bar clearly appears from the face of the petition.
- Where a promissory note qualifies as a negotiable instrument, the limitations period supplied by Nebraska’s UCC (as amended effective January 1, 1992) governs actions on the note rather than a different, general contract limitations period applied by the trial court.
- For a demand note, limitations analysis depends on demand-related facts; when the petition alleges demand but does not plead a demand date, the court cannot assume a date that conclusively establishes untimeliness at the demurrer stage.
- Allegations of partial payment and written acknowledgments or renewed promises to pay may affect when limitations runs and, at minimum on demurrer, can defeat a claim that the petition is time-barred on its face.

## Conclusion

The Nebraska Court of Appeals reversed the demurrer-based dismissal of Emerson’s suit on a written demand promissory note, concluding the trial court used the wrong limitations framework after the 1992 UCC amendments and that Emerson’s pleadings—alleging demand, payments, and written acknowledgments—did not conclusively show a statute-of-limitations bar.


Emerson v. Zagurski, 531 N.W.2d 237 (1995)