New York Breach of Contract Statute of Limitations: Key Deadlines

In New York, the breach of contract statute of limitations is six years from the date the breach occurred, under CPLR 213(2). That rule covers written and oral agreements alike, whether the obligation is express or implied.¹ Contracts for the sale of goods are the main exception: those get four years under the UCC. Several other rules can shorten the window, pause it, or restart it, and missing the deadline almost always ends the case regardless of how strong the underlying claim is.

The Six-Year Rule and When the Clock Starts

CPLR 213(2) is the default statute for contract claims in New York. It gives you six years from the date of breach to file suit on any “contractual obligation or liability, express or implied.”¹ The rule reaches commercial deals, real estate agreements, service contracts, employment agreements, and most other arrangements that don’t have a separate statute pointing somewhere else.

Written and oral contracts share the same deadline. This trips people up often, so it’s worth being direct: New York does not give oral contracts a shorter limitations period. The Unified Court System’s own statute of limitations chart lists “Contract oral or not in writing” at six years under CPLR 213(2).²

The clock starts on the date of the breach, not the date you found out about it and not the date you felt the financial hit. The Court of Appeals reinforced this in Hahn Automotive Warehouse, Inc. v. American Zurich Ins. Co., 18 N.Y.3d 765 (2012), holding that an insurer’s counterclaims for unpaid premiums accrued when the insurer first had the right to demand payment, not later when it actually sent invoices.³ If a breach happened five years ago and you only learned about it last month, you have one year left, not six.

Sale of Goods: Four Years, Not Six

Contracts for the sale of goods run on a different clock. New York’s UCC 2-725 sets a four-year statute of limitations, and the cause of action accrues when the breach occurs, whether or not the buyer knows about it.⁴ For warranty claims, the clock generally starts when the seller tenders delivery.

There is one warranty exception. If a warranty explicitly promises future performance, and the defect can’t be discovered until that future date, accrual is delayed until the breach is or should have been discovered.⁴ A ten-year guarantee that a machine will keep functioning triggers a different accrual date than a warranty that the machine is defect-free at delivery.

Some contracts mix goods and services. Courts look at the main purpose of the deal. If goods predominate, the four-year UCC deadline applies. If services are the primary objective, the six-year CPLR 213(2) deadline governs. The dollar split between materials and labor isn’t decisive.

When the Contract Itself Sets a Shorter Deadline

Parties can agree in advance to a filing window shorter than the statute provides, and New York courts enforce those clauses when the agreed period is reasonable, written into the contract, and not the product of one-sided bargaining. The Court of Appeals confirmed this in John J. Kassner & Co. v. City of New York, 46 N.Y.2d 544 (1979), enforcing a six-month contractual filing window and explaining that a shortened period “more effectively secures the end sought to be attained by the statute of limitations.”⁵

For sale-of-goods contracts, UCC 2-725 lets parties reduce the four-year period to as little as one year but does not allow them to extend it.⁴ For non-UCC contracts, extending the deadline beyond six years is generally unenforceable unless a valid tolling event or a written acknowledgment of debt under General Obligations Law 17-101 applies. Check insurance policies, construction agreements, and government contracts carefully. Shortened deadlines show up in all three and catch people off guard.

Events That Pause or Restart the Clock

Several situations can toll the limitations period, either pausing the countdown or restarting it. These provisions matter because they can revive claims that otherwise look dead.

Fraudulent Concealment

When a defendant actively hides the breach, the limitations period can be extended. CPLR 213(8) gives fraud-based claims six years, or two years from when the plaintiff discovered (or should have discovered) the fraud, whichever is longer.¹ The Court of Appeals applied the equitable estoppel version of this principle in General Stencils, Inc. v. Chiappa, 18 N.Y.2d 125 (1966), where a head bookkeeper embezzled funds over nearly a decade and concealed the theft. The court held that her “affirmative wrongdoing” barred her from invoking the statute of limitations.

Silence alone won’t do it. In Corsello v. Verizon New York, Inc., 18 N.Y.3d 777 (2012), the Court of Appeals held that a defendant’s failure to disclose its own wrongs did not estop it from raising a statute of limitations defense. The plaintiff must show “subsequent and specific actions” by the defendant that kept the plaintiff from suing on time.⁶ Nondisclosure alone doesn’t qualify unless the defendant had an independent duty to disclose.

Minors and Incapacitated Persons

CPLR 208 pauses the clock for plaintiffs who are minors or who lack mental capacity when the cause of action accrues. If the limitations period is three years or more, the plaintiff gets up to three years after the disability ends to file. If the period is shorter than three years, it is extended by the length of the disability. Either way, the extension cannot push the deadline more than ten years past accrual, except when the disability is infancy (being under 18).⁷ A 16-year-old owed money on a breached contract could have until age 21 to file, since the three-year post-disability window starts at 18.

Defendant Absent From New York

If the defendant was outside New York when the cause of action accrued, the clock does not start until that person enters or returns to the state. If the defendant leaves New York after the breach and stays away continuously for four months or more, that absence does not count toward the limitations period.⁸ The same rule applies if the defendant lives in New York under a false name unknown to the plaintiff. This tolling doesn’t apply, however, when the defendant has designated an agent for service of process in New York or when the court can obtain jurisdiction without personal delivery of the summons inside the state.

Written Acknowledgment of Debt

A debtor who signs a written acknowledgment of an outstanding obligation effectively restarts the six-year clock. General Obligations Law 17-101 provides that a signed written acknowledgment is “the only competent evidence of a new or continuing contract” sufficient to overcome the statute of limitations.⁹

Courts read the requirement strictly. The writing must clearly recognize an existing debt and signal an intention to pay. In Lew Morris Demolition Co. v. Board of Education, 40 N.Y.2d 516 (1976), the Court of Appeals held that a stipulation describing a payment as a “partial settlement” made “without prejudice to the rights of either party” was not a valid acknowledgment, because that language was inconsistent with an intention to pay the remaining balance.¹⁰ Vague references to owing money, or partial payments alone, won’t restart the clock.

Continuing Obligations

When a contract calls for ongoing performance, each failure to perform can trigger a fresh cause of action with its own six-year window. The Court of Appeals applied this principle in Bulova Watch Co. v. Celotex Corp., 46 N.Y.2d 606 (1979), where a supplier had promised to repair a bonded roof for 20 years. The court held that each refusal to make repairs within that period was a separate breach, and the statute ran from each individual breach rather than from the original contract date.¹¹ For long-term service agreements, installment contracts, and maintenance deals, the earliest breaches may be time-barred while later ones remain live.

A Second Chance After Dismissal

CPLR 205(a) offers a narrow safety net. If you file a timely lawsuit and it gets dismissed for something other than voluntary discontinuance, failure to prosecute, lack of personal jurisdiction over the defendant, or a final judgment on the merits, you have six months from the date of that dismissal to refile. The new action must arise from the same transaction or occurrence, and the defendant must be served within that six-month window.

The provision has strict limits. In ACE Securities Corp. v. DB Structured Products, Inc., 25 N.Y.3d 581 (2015), the Court of Appeals held that only “the plaintiff” from the original action (or the plaintiff’s estate representative) can invoke it. A different entity stepping into the same shoes does not qualify.¹²

What Happens If You Miss the Deadline

Once the limitations period expires, the defendant can move to dismiss under CPLR 3211(a)(5), which authorizes dismissal when a claim is barred by the statute of limitations.¹³ The court does not weigh the strength of the underlying claim. A well-documented breach with clear damages becomes unenforceable the day after the deadline runs.

New York courts read limitations periods strictly and rarely make equitable exceptions once the clock has run. The ACE Securities decision shows how unforgiving that can be: a procedural point about who counts as “the plaintiff” was enough to render a multimillion-dollar claim time-barred.¹² If no tolling event applies and no savings statute fits, the claim is gone.

1
New York State Senate. New York Civil Practice Law and Rules 213 – Actions to Be Commenced Within Six Years
2
NY CourtHelp. Statute of Limitations Chart
3
New York State Law Reporting Bureau. Hahn Automotive Warehouse, Inc. v American Zurich Ins. Co.
4
New York State Senate. New York Uniform Commercial Code 2-725 – Statute of Limitations in Contracts for Sale
5
Justia. Kassner and Co v. City of New York
6
New York State Law Reporting Bureau. Corsello v Verizon N.Y., Inc.
7
New York State Senate. New York Civil Practice Law and Rules 208 – Infancy, Insanity
8
New York State Senate. New York Civil Practice Law and Rules 207 – Defendant’s Absence From State or Residence Under False Name
9
New York State Senate. New York Code 17-101 – Acknowledgment or New Promise Must Be in Writing
10
Justia. Lew Morris Demolition Co. v. Board of Education
11
Justia. Bulova Watch Co. v. Celotex Corp.
12
New York Codes, Rules and Regulations. ACE Securities Corp., Home Equity Loan Trust, Series 2006-SL2 v DB Structured Products, Inc.
13
New York State Unified Court System. CPLR 3211 – Motion to Dismiss