Introduction

In Nelson v. Tinkcom, the Supreme Court of South Dakota addressed two pivotal questions with broad procedural and substantive implications. Procedurally, the Court held that although a statute-of-limitations defense is ordinarily raised by answer, a circuit court’s consideration of a pre-answer motion for judgment on the pleadings asserting that defense may be treated as harmless error where the same standard would apply to a motion to dismiss and no prejudice is shown. Substantively, the Court clarified that when a partner dies, the partner is dissociated by operation of law and the estate’s partnership-related claims accrue at that moment because the estate can immediately demand a buyout or dissolution and obtain relief. The Court also drew important lines on accrual for tortious interference and civil conspiracy claims arising from a later sale, and on the fact-bound nature of accrual for conversion claims.

The dispute arose when the Estate of Earl Nelson claimed a 50% ownership interest in a coin shop operated with the late William Tinkcom, and also alleged conversion of valuable coins left for safekeeping at the business after Dr. Nelson’s death. After Tinkcom died and his estate sold the business to employee Eddie Welch (through Mere Coin Company, LLC), the Nelson Estate sued the Tinkcom Estate, Welch, and Mere. The circuit court granted judgment on the pleadings to all defendants on statute-of-limitations grounds. On appeal, the Supreme Court affirmed in part and reversed in part, remanding for consideration of equitable estoppel and fraudulent concealment, and reinstating several claims.

• Parties: Plaintiffs–Appellants: Craig Nelson and Amy Freed, co-P.R.s of the Estate of Earl Nelson; Defendants–Appellees: the Estate of William Tinkcom, Eddie Welch, and Mere Coin Company, LLC d/b/a Coins & Collectables.
• Court: Supreme Court of South Dakota.
• Author: Justice Myren; Chief Justice Jensen and Justices Kern and DeVaney concur; Justice Salter concurs specially.
• Argument: February 19, 2025; Opinion filed: July 23, 2025.

Case Timeline

• Pre-2013: Dr. Nelson invests; he and Tinkcom each hold a 50% interest in the coin business.
• March 13, 2013: Dr. Nelson dies (dissociation under partnership law).
• April 30, 2013: Craig Nelson and Amy Freed appointed co-personal representatives of the Nelson Estate.
• 2022: Tinkcom dies; his estate sells the business to Welch (Mere Coin Company) for $358,547; a business account balance of $356,092.78 is listed separately.
• 2023: Defendants file pre-answer motions for judgment on the pleadings asserting statute of limitations; circuit court dismisses all claims.
• 2025: Supreme Court affirms in part and reverses in part.

Summary of the Opinion

The Supreme Court’s key holdings include:

• Procedural posture and harmless error: Although a statute-of-limitations defense is typically pled in an answer, the circuit court’s decision to entertain a pre-answer motion for judgment on the pleadings was harmless error where the same standard as a Rule 12(b) motion applied and no prejudice was shown (SDCL 15-6-61). The Court treated the issue de novo and limited review to the pleadings and incorporated materials.
• Accrual for partnership-related claims: The first six “Business Interest Claims” (breach of contract; breach of covenant of good faith; quantum meruit; unjust enrichment; promissory estoppel; breach of fiduciary duty) accrued on the date of Dr. Nelson’s death (March 13, 2013). Upon death, Dr. Nelson was dissociated (SDCL 48-7A-601(7)(i)), and his estate could immediately seek a buyout (SDCL 48-7A-701) or dissolution/winding up (SDCL 48-7A-801). Therefore, the seven-year limitations period (six years under SDCL 15-2-13(1)-(2) plus one-year suspension under SDCL 29A-3-109) began then.
• Estoppel and concealment must be addressed: The circuit court erred by dismissing those six claims on limitations grounds without addressing the Nelson Estate’s defenses of equitable estoppel and fraudulent concealment based on Tinkcom’s repeated assurances. The Court reversed and remanded those claims to consider those defenses.
• Tortious interference and civil conspiracy: These claims, tied to the 2022 sale, could not have accrued before that sale occurred; dismissal on statute-of-limitations grounds was error. Reversed.
• Conversion: The complaint plausibly alleged conversion of valuables entrusted to the business after Dr. Nelson’s death, but the record lacked facts pinpointing when the conversion occurred or when the estate knew/should have known. Because accrual depends on those facts, dismissal on the pleadings was improper. Reversed.

Justice Salter specially concurred, emphasizing that the Court’s approach departs from Guthmiller v. Deloitte & Touche, LLP, which had treated limitations defenses raised by motion (rather than responsive pleading) as procedurally barred. He endorsed the majority’s prejudice-based treatment as the sounder approach.

Analysis

Precedents and Authorities Cited

• Standards and pleadings:
  • Slota v. Imhoff & Assocs., P.C., 2020 S.D. 55 (de novo review for judgment on the pleadings; appropriate only for issues of law with no disputed facts).
  • Loesch v. City of Huron, 2006 S.D. 93 (purpose and limits of judgment on the pleadings).
  • Healy Ranch P’ship v. Mines, 2022 S.D. 44 (courts limit examination to the pleadings on 12(b)/12(c) motions).
  • Kaiser Trucking, Inc. v. Liberty Mut. Fire Ins. Co., 2022 S.D. 64; Nooney v. StubHub, Inc., 2015 S.D. 102 (documents referenced in the complaint are incorporated into the pleadings).
  • Guthmiller v. Deloitte & Touche, LLP, 2005 S.D. 77 (statute of limitations must be raised in a responsive pleading), contrasted by the Court’s harmless-error treatment here and Justice Salter’s concurrence noting a doctrinal shift toward a prejudice test.
• Accrual and notice:
  • Huron Center, Inc. v. Henry Carlson Co., 2002 S.D. 103 (what constitutes accrual is a question of law; when accrual occurred is often a fact question).
  • Strassburg v. Citizens State Bank, 1998 S.D. 72 (accrual upon actual or constructive notice; constructive notice includes facts sufficient to prompt a prudent person’s inquiry).
  • Fair v. Nash Finch Co., 2007 S.D. 16 (de novo review of legal questions).
• Conversion elements and accrual:
  • Johnson v. Markve, 2022 S.D. 57 (definition of conversion as unauthorized dominion inconsistent with owner’s rights).
  • Estate of Thacker v. Timm, 2023 S.D. 2 (elements of conversion).
• Statutes:
  • SDCL 15-6-12(c) (judgment on the pleadings after pleadings are closed; if outside matters considered, treat as summary judgment).
  • SDCL 15-6-7(a) (what counts as pleadings); SDCL 15-6-10(c) (exhibits part of pleadings); SDCL 15-6-61 (harmless error).
  • SDCL 15-2-1 (limitations defense taken by answer or responsive pleading); SDCL 15-6-8(c) (affirmative defenses).
  • SDCL 15-2-13(1)-(4) (six-year limitations for contract, liabilities created by statute, and conversion), plus SDCL 29A-3-109 (one-year suspension after decedent’s death).
  • SDCL 48-7A-202(a) (partnership formation without regard to intent); 48-7A-601(7)(i) (dissociation upon death); 48-7A-405(b), (c) (rights and accrual governed by other law); 48-7A-701(i) (buyout enforcement windows after tender or demand); 48-7A-801 (dissolution).
  • SDCL 17-1-2, 17-1-3, 17-1-4 (actual and constructive notice); SDCL 29A-3-703(a), 29A-3-709 (personal representative’s duties and right to take possession/control of estate property).

Legal Reasoning

1) Procedural posture: Pre-answer 12(c), statute of limitations, and harmless error

The defendants moved for judgment on the pleadings before filing answers. By rule, a 12(c) motion is contemplated only after pleadings are closed (SDCL 15-6-12(c)), and a statute-of-limitations defense is ordinarily an affirmative defense raised in the answer (SDCL 15-6-8(c); SDCL 15-2-1). The Court acknowledged this misstep and stated the motion should have been styled as a pre-answer motion to dismiss under SDCL 15-6-12(b). Because the circuit court applied the same standard that would govern a Rule 12(b) dismissal, confined itself to the pleadings (including attached and referenced materials), and the Nelson Estate showed no prejudice, the Court held the error harmless (SDCL 15-6-61).

Justice Salter specially concurred to underscore a doctrinal shift from Guthmiller’s stricter reading, advocating a pragmatic prejudice inquiry rather than a categorical bar when a limitations defense is presented by motion rather than a responsive pleading. Practically, this signals that South Dakota courts may entertain early limitations challenges pre-answer if the record permits and the plaintiff suffers no meaningful prejudice.

2) Accrual of the Business Interest Claims: Death as the trigger

The Court accepted as true the complaint’s allegation that Dr. Nelson and Tinkcom were 50/50 co-owners, which constitutes a partnership under SDCL 48-7A-202(a). Dr. Nelson’s death dissociated him by operation of law (SDCL 48-7A-601(7)(i)). At dissociation, the estate had immediate rights: to demand a buyout per SDCL 48-7A-701 or to compel dissolution and winding up under SDCL 48-7A-801 (SDCL 48-7A-405(b)). The Court emphasized that while SDCL 48-7A-701(i) imposes specific timing once an offer is tendered or a written demand is made, the statute “does not preclude the dissociated partner from immediately filing suit” absent those triggers. The estate could “file suit and obtain relief” upon death, satisfying Strassburg’s accrual framework (actual or constructive notice sufficient to prompt a prudent inquiry).

Accordingly, the first six Business Interest Claims accrued on the date of death, March 13, 2013. With a six-year limitations period (SDCL 15-2-13(1)-(2)) plus a one-year suspension after death (SDCL 29A-3-109), the ordinary deadline would be seven years after accrual. This affirmed the circuit court’s accrual analysis for those claims.

3) Estoppel and fraudulent concealment: The missing step below requires remand

Crucially, the Court held the circuit court erred by failing to address the Nelson Estate’s defensive theories—equitable estoppel and fraudulent concealment—based on Tinkcom’s repeated post-death assurances to pay the estate its half upon sale or his death. Instead, the circuit court analyzed “equitable tolling,” which the plaintiffs had not invoked. Because estoppel and concealment, if established, can bar defendants from asserting a limitations defense, the Court reversed the dismissal of the first six Business Interest Claims and remanded so that those defenses can be considered “in due course.”

4) Tortious interference and civil conspiracy: Accrual at the 2022 sale

Unlike the partnership-based claims, the tortious interference and civil conspiracy claims were tethered to the 2022 sale transaction—allegedly excluding the Nelson Estate and frustrating its expected participation as co-seller. The Court reasoned those claims “could not have accrued before that sale occurred,” making a limitations dismissal at the pleadings stage erroneous. The Court reversed and reinstated those claims against the Tinkcom Estate and Welch.

5) Conversion: Accrual is fact-sensitive and not apparent from the pleadings

The Nelson Estate alleged that, after Dr. Nelson’s death, it entrusted “certain valuable coins and collectible items” to the business for safekeeping, and that defendants “impermissibly converted” them by keeping, selling, or giving them away without compensation. The Court held these facts sufficiently alleged conversion under Johnson v. Markve and Estate of Thacker. However, the pleadings did not reveal when the conversion occurred or when the estate knew or should have known the goods were missing—facts necessary to determine accrual under the notice-based framework. Because accrual could not be fixed from the pleadings alone, dismissal was improper. The Court reversed and remanded the conversion claim.

Impact and Implications

A. Procedural practice shifts: Early limitations motions and prejudice

• Courts may now treat the improper presentation of a limitations defense by pre-answer motion as a curable procedural defect, subject to harmless-error analysis. While best practice remains to plead limitations as an affirmative defense in an answer, defendants have a clearer path to early disposition if the record is confined to the pleadings and the plaintiff suffers no prejudice.
• Plaintiffs arguing Guthmiller should anticipate judicial focus on whether they were prejudiced by the timing or form of the motion. Justice Salter’s concurrence signals openness to a pragmatic, prejudice-centered approach statewide.

B. Substantive clarity: Accrual at death for partnership claims

• For partnerships in South Dakota, the death of a partner triggers dissociation and immediately vests the estate with enforcement rights—starting the limitations clock for claims tied to ownership and buyout. Estates should promptly issue written demands or pursue relief; informal reassurances from the surviving partner may not suffice.
• The Court’s recognition that SDCL 48-7A-701 does not delay accrual absent an offer or demand prevents indefinite limbo. Estates are encouraged to create a clear written record (demand) to preserve rights and avoid ambiguity.

C. Transactional and litigation consequences

• Surviving partners and estates: Surviving partners should tender written buyout offers or cooperate in dissolution to start the statutory windows under 48-7A-701. Estates should not wait; they can sue immediately upon death.
• Sale-related torts: Tortious interference and civil conspiracy tied to a later transaction accrue when that transaction occurs—meaning these claims may remain viable even when older partnership-related claims are time-barred.
• Conversion: Courts should avoid early dismissals where accrual depends on when the owner knew or should have known of the conversion. Plaintiffs should plead discovery facts where possible to withstand limitations challenges.

D. Practice pointers

• Always attach or incorporate key documents; the Court treats attached and referenced materials as part of the pleadings.
• For estates: Send a written buyout demand promptly after a partner’s death; track dates to ensure compliance with both the general limitations period (SDCL 15-2-13 + SDCL 29A-3-109) and any specific 48-7A-701 windows once triggered.
• For defendants: If raising limitations pre-answer, make a record that no prejudice exists and that the court can decide solely on the pleadings. File an answer promptly to preserve all defenses.
• For claims potentially subject to estoppel or concealment: Plead with particularity the representations, timing, reliance, and prejudice to position those doctrines to defeat an early limitations dismissal.

Complex Concepts Simplified

• Accrual: A claim “accrues” when you can sue and obtain relief. In South Dakota, that is when you have actual notice (you know) or constructive notice (the facts would cause a prudent person to investigate) of the basis for the claim.
• Dissociation on death: When a partner dies, they automatically dissociate from the partnership. The estate then can demand a buyout or dissolution. That right to relief means the limitations clock starts at death for ownership-related claims.
• SDCL 48-7A-701 timing: If the partnership tenders a buyout offer, or if the estate makes a written demand and no offer follows, specific short windows to sue apply (120 days after tender; one year after demand). But the estate need not wait—suit can be filed immediately upon death.
• Equitable estoppel vs. fraudulent concealment vs. equitable tolling:
  • Equitable estoppel stops a defendant from asserting a defense (like limitations) if their conduct reasonably induced the plaintiff to delay suit.
  • Fraudulent concealment tolls limitations where the defendant hid the existence of the claim through misrepresentation or concealment.
  • Equitable tolling broadly asks a court to extend deadlines for fairness; the plaintiffs here relied on estoppel and concealment, not general tolling.
• Conversion: Wrongful control over someone else’s personal property inconsistent with the owner’s rights. Accrual often depends on when the owner learns or should learn that the property was wrongfully taken or withheld.
• Rule 12(b) vs. 12(c): 12(b) is a motion to dismiss for failure to state a claim; 12(c) is judgment on the pleadings after pleadings close. Both are generally limited to the pleadings and incorporated documents. Here, the Court tolerated a pre-answer 12(c)-styled motion, treating the mislabeling as harmless error absent prejudice.
• Harmless error: Even if the court used the wrong procedural vehicle, the appellate court will not reverse unless the mistake affected substantial rights (SDCL 15-6-61).

Conclusion

Nelson v. Tinkcom establishes two important guideposts in South Dakota law. First, substantively, a partner’s death triggers accrual of the estate’s partnership-related claims because the estate immediately holds enforceable rights to a buyout or dissolution. Plaintiffs must act diligently; relying on informal promises is risky. At the same time, where defendants’ assurances plausibly induced delay, equitable estoppel and fraudulent concealment remain potent defenses to a limitations bar and must be adjudicated.

Second, procedurally, the Court endorsed a pragmatic, prejudice-based approach to early limitations motions. While the rules prefer that limitations be pled in an answer, a pre-answer motion that applies the correct standard and causes no prejudice will not be fatal. Justice Salter’s concurrence candidly recognizes this as a departure from Guthmiller’s rigidity, signaling a practical turn in South Dakota motion practice.

The decision also clarifies that sale-driven tort claims accrue with the sale, not earlier, and that conversion accrual is typically fact-sensitive and ill-suited to resolution on the pleadings. Taken together, the opinion refines accrual doctrine for partnership and property claims, encourages early and precise motion practice focused on prejudice, and reminds litigants that equitable doctrines can still rescue otherwise time-barred claims where defendants’ conduct justifies it.

Key Takeaways

• Death of a partner starts the limitations clock for partnership ownership claims.
• Pre-answer limitations motions may be viable if no prejudice and confined to the pleadings.
• Sale-based torts accrue at the transaction; conversion accrual turns on discovery and is fact-bound.
• Equitable estoppel and fraudulent concealment must be addressed before dismissing time-barred claims where plaintiffs plausibly allege inducement to delay.