Statute of Limitations: Breach of Contract (State-by-State)
The statute of limitations is the deadline by which you must file a lawsuit. File even one day late and your claim is barred forever, regardless of how strong your case is.
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When Does the Statute of Limitations Clock Start?
For breach of contract, the clock generally starts on the date of the breach — the day the other party failed to perform their contractual obligation. This is true even if you do not immediately discover the breach.
Accrual Date Examples
- • Contractor doesn't finish by due date → date of non-completion
- • Buyer doesn't pay invoice → date payment was due
- • Seller delivers defective goods → date of delivery
- • Employee violates non-compete → date of first violation
Common Mistakes About the Start Date
- • It is NOT the date you discovered the breach (usually)
- • It is NOT the date you sent a demand letter
- • It is NOT the date you hired an attorney
- • It IS the date the contractual obligation was first not met
Written vs. Oral Contracts: Different Deadlines
Most states have longer statutes of limitations for written contracts than for oral (verbal) agreements. This reflects the greater certainty and enforceability of written agreements.
Written Contracts
Typically 4–10 years. The written document provides clear evidence of the terms and the breach date.
Oral Contracts
Typically 2–6 years. Harder to prove, so states often give shorter windows (and courts are more skeptical).
State-by-State Statute of Limitations Table
| State | Written Contract | Oral Contract | Key Statute |
|---|---|---|---|
| California | 4 years | 2 years | CCP § 337, § 339 |
| New York | 6 years | 6 years | CPLR § 213(2) |
| Texas | 4 years | 4 years | Tex. Civ. Prac. & Rem. § 16.004 |
| Florida | 5 years | 4 years | Fla. Stat. § 95.11(2)(b), (3)(k) |
| Illinois | 10 years | 5 years | 735 ILCS 5/13-206, 5/13-205 |
| Pennsylvania | 4 years | 4 years | 42 Pa. C.S. § 5525 |
| Ohio | 8 years | 6 years | Ohio Rev. Code § 2305.06, § 2305.07 |
| Georgia | 6 years | 4 years | OCGA § 9-3-24, § 9-3-25 |
| Michigan | 6 years | 6 years | MCL § 600.5807(8) |
| Washington | 6 years | 3 years | RCW 4.16.040, 4.16.080 |
| Arizona | 6 years | 3 years | ARS § 12-548, § 12-543 |
| Colorado | 3 years | 3 years | CRS § 13-80-101 |
This table is for general educational purposes. Verify current statutes with an attorney in your jurisdiction before filing.
UCC Sales Contracts: The 4-Year Rule
For contracts involving the sale of goods (as opposed to services), the Uniform Commercial Code (UCC) Article 2 applies in most states. UCC § 2-725 provides a uniform 4-year statute of limitations, regardless of whether the contract is written or oral.
UCC § 2-725 Key Points
- • 4-year limitation for goods sales contracts
- • Parties may reduce the period to no less than 1 year by contract
- • Clock starts on the date of breach (usually delivery of defective goods)
- • Does NOT apply to mixed goods/services contracts (common law may apply)
Tolling: When the Statute of Limitations Pauses
"Tolling" means the clock is temporarily paused. Common tolling doctrines:
Defendant's Fraudulent Concealment
If the breaching party actively hid the breach, the clock may not start until you discovered (or should have discovered) it.
Plaintiff's Minority
Most states toll the statute for plaintiffs who were minors when the breach occurred — clock starts when they turn 18.
Defendant's Absence from State
Some states pause the clock while the defendant is out of the state and cannot be served.
Written Acknowledgment of Debt
In some states, a written acknowledgment or partial payment restarts the clock from the date of acknowledgment.
Send a Demand Letter Before You Sue
Before filing a lawsuit for breach of contract, sending a formal Demand Letter is often required by contract (check for a "notice and cure" clause) and is almost always strategically wise — it often resolves disputes without costly litigation and demonstrates good faith.
Attorney-Drafted Demand Letter Template
A professionally drafted Demand Letter for breach of contract — customizable with your specific breach details, amount owed, and response deadline.
Get the Demand Letter →