Legal Deadlines Guide
Statute of Limitations on Contracts by State
The statute of limitations is the deadline for filing a lawsuit. Miss it, and your claim is permanently barred — even if the breach was clear and the damages are real. Statutes of limitations vary by state, by the type of contract (written vs. oral), and by the subject matter. This guide explains the rules, the key state-by-state variations, and the common tolling doctrines that can pause the clock.
Last updated: July 11, 2026 · Reading time: 7 min read
statute of limitationscontract deadlineslitigationenforcementstate law
How Statutes of Limitations Work
A statute of limitations sets the maximum time period between when a cause of action arises and when a lawsuit must be filed. The clock typically starts on the date of the breach, though some states apply a "discovery rule" that delays the clock until the breach is or should have been discovered. The purpose is to encourage timely resolution of disputes while evidence is still fresh.
Why deadlines matter: A statute of limitations is an affirmative defense — the defendant must raise it, but courts will dismiss the case if they do. Missing the deadline does not mean your claim is invalid; it means you have lost the right to enforce it in court. Other remedies (lien rights, arbitration, settlement) may still be available.
Written vs. Oral Contracts: Different Deadlines
- Written contracts — typically 4 to 10 years, depending on state. The longer deadline reflects the greater reliability of written evidence
- Oral contracts — typically 2 to 6 years, depending on state. Shorter deadlines reflect the difficulty of proving oral agreements
- Contracts for the sale of goods — UCC sets a 4-year statute of limitations, but parties can agree to shorten it to no less than 1 year
- Contracts for the sale of real estate — typically 5 to 15 years; must be in writing under the Statute of Frauds
- Contracts that cannot be performed within one year — must be in writing under the Statute of Frauds; statute of limitations varies
- Sealed contracts (where recognized) — historically longer deadlines (10 to 20 years) but most states have abolished sealed instruments
State-by-State Examples (Written Contracts)
- California — 4 years for written contracts, 2 years for oral, 6 years for UCC sales
- New York — 6 years for written contracts, 6 years for oral (same), 4 years for UCC sales
- Texas — 4 years for written contracts, 4 years for oral, 4 years for UCC sales
- Florida — 5 years for written contracts, 4 years for oral, 4 years for UCC sales
- Illinois — 10 years for written contracts, 5 years for oral, 4 years for UCC sales
- Massachusetts — 6 years for written contracts, 6 years for oral, 4 years for UCC sales
- Delaware — 3 years for written contracts, 3 years for oral, 4 years for UCC sales
When the Clock Is Paused: Tolling Doctrines
- Discovery rule — clock starts when the breach is or should have been discovered, not when it occurred
- Continuing breach — for ongoing obligations, the clock restarts with each new breach
- Defendant's absence from state — clock pauses while the defendant is out of state and unavailable for service
- Defendant's fraud or concealment — clock pauses while the defendant actively conceals the breach
- Minority or incapacity — clock paused while the plaintiff is a minor or legally incapacitated
- Active military duty — federal law pauses or extends deadlines for service members
Frequently Asked Questions
What happens if I file after the statute of limitations has run?
Your case will be dismissed. The defendant must raise the statute of limitations as a defense, but courts will dismiss the case if the deadline has passed. The dismissal is "with prejudice," meaning you cannot refile. There is no recourse even if the breach is proven and the damages are real.
Can the parties agree to extend the statute of limitations?
In most states, yes — but only before the deadline has passed. A contractual provision that purports to extend the statute of limitations indefinitely or for longer than the statutory period is generally unenforceable. Some states (California) do not allow contractual extensions of the statute of limitations at all.
Does the clock run during mediation or settlement negotiations?
Generally yes — the statute of limitations continues to run even during negotiations. That is why parties often file a protective lawsuit (or demand for arbitration) before negotiations start, to preserve their rights while they attempt to settle. The lawsuit can be stayed during negotiations and dismissed if a settlement is reached.
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