In California, the statute of limitations for an unjust enrichment claim is either two years or three years, depending on the facts. Most quasi-contract claims fall under the two-year deadline in Code of Civil Procedure section 339. Claims grounded in fraud or mistake get three years under section 338, with a discovery rule that delays the start of the clock.
Two Years or Three Years
California treats what people call “unjust enrichment” as a quasi-contract action seeking restitution, and the deadline turns on the nature of the underlying obligation.
The two-year period in section 339 is the default. It covers obligations not based on a written instrument, which is where most implied-in-law contract and quasi-contract claims land. If someone received your money, property, or services without a written agreement and refuses to make you whole, you have two years from the date the claim arose.1California Legislative Information. California Code of Civil Procedure 339 – The Time of Commencing Civil Actions
The three-year period in section 338 applies when the claim rests on fraud or mistake. Someone tricked you into transferring funds, or money moved because of a genuine mistake of fact — that’s the section 338 territory.2California Legislative Information. California Code of Civil Procedure 338 – Time of Commencing Civil Actions
Miss either deadline and the claim is almost always dead. Courts dismiss time-barred claims regardless of merit.
How Courts Pick Between the Two Deadlines
California courts apply a “gravamen” test to choose the applicable statute. The label on the complaint doesn’t decide it; the underlying facts do. A plaintiff can’t dodge the shorter two-year period by rewriting a straightforward quasi-contract dispute as a fraud claim.
If the core facts describe an oral promise or an implied obligation where the defendant received a benefit and refused to pay, section 339 controls. If the benefit was obtained through deception, or transferred by mistake, section 338 controls. The gap between two and three years often decides whether a claim is live.
When the Clock Starts
The statute begins to run when the cause of action accrues, meaning the moment all elements exist: the defendant received a benefit, you suffered a corresponding loss, and the defendant’s retention of the benefit is unjust. Wire $10,000 to the wrong person on March 1 and get a refusal to return it? The clock starts March 1.
Recurring enrichment complicates the arithmetic. When unjust payments flow on a monthly basis, each payment can trigger its own accrual date. You may be in time for the last twelve months and out of time for anything earlier. Tracking individual transfers is how you preserve the recoverable amount.
Fraud and mistake claims get different treatment. Section 338(d) says the cause of action is not deemed to accrue until the plaintiff discovers the facts constituting the fraud or mistake.2California Legislative Information. California Code of Civil Procedure 338 – Time of Commencing Civil Actions The three-year clock doesn’t start until you actually learn, or reasonably should have learned, what happened. A defendant who conceals the enrichment doesn’t get to profit from the delay they caused.
What Can Pause the Clock
Two tolling provisions come up regularly.
Minor or Incapacitated Plaintiff
Section 352 stops the limitations period from running during any time the plaintiff is under 18 or lacks the legal capacity to make decisions. Time spent in that condition doesn’t count against the deadline. Once the disability ends, the clock resumes.3California Legislative Information. California Code of Civil Procedure 352 – Disability of Person Entitled to Action
Defendant Outside California
Section 351 tolls the statute during any period the defendant is out of state.4California Legislative Information. California Code of Civil Procedure 351 – General Provisions as to the Time of Commencing Actions Its practical reach has narrowed because California’s long-arm statutes now let courts exercise jurisdiction over many out-of-state defendants, but the provision is still on the books.
Filing on Time Isn’t Always Enough
Because unjust enrichment and quasi-contract are equitable remedies, the defendant can raise laches even when you file within the statute. Laches requires two showings: your delay was unreasonable, and the delay caused actual prejudice. Prejudice can mean lost evidence, dead or forgetful witnesses, or a change in the defendant’s position that makes payment now unfair. In Welch v. St. George (2007), a California appellate court barred a challenge to profit distributions after a 17-year delay, pointing to the deaths of partners and the sale of shares as prejudicial changes.
Waiting until the last month of the two- or three-year window carries risk that a prompt filing avoids.
A Threshold Problem Worth Knowing About
Deadlines only matter if the claim can be brought at all, and California courts are split on that. A significant line of appellate decisions holds that unjust enrichment is not a cause of action. Melchior v. New Line Productions, Inc. (2003) described it as an effect, not a theory of recovery. Hooked Media Group, Inc. v. Apple Inc. (2020) said flatly that California does not recognize a cause of action for unjust enrichment. Other decisions disagree; in Elder v. Pacific Bell Telephone Co. (2012), the court allowed an unjust enrichment claim to proceed on its own.
The safer drafting move is to frame the complaint as a quasi-contract claim seeking restitution rather than relying on the “unjust enrichment” label. Courts that reject the standalone theory will usually reinterpret a well-pleaded complaint as quasi-contract anyway, but a sloppy filing risks dismissal before the limitations question is ever reached.
When a Written Contract Governs Instead
A quasi-contract claim generally cannot proceed when a valid written contract already covers the same subject between the same parties. If the written contract governs the disputed benefit, the proper claim is breach of contract, which carries its own four-year deadline under Code of Civil Procedure section 337. Restitution under an unjust enrichment theory is for situations where no contract exists, or where an existing contract turns out to be invalid or unenforceable.
Federal Court Doesn’t Change the Deadline
If the case lands in federal court through diversity jurisdiction, California’s statutes of limitations still control. Under Erie, federal courts sitting in diversity apply state substantive law, and the Supreme Court in Guaranty Trust Co. v. York (1945) treated statutes of limitations as substantive for that purpose. The same two- or three-year deadlines, the same tolling rules, and the same gravamen analysis apply whether you file in a California superior court or a federal district court in California.