Breach of Contract Statute of Limitations in New York: What NYC Business Owners Need to Know

You signed a contract. The other side didn't hold up their end—maybe they stopped paying, shipped defective products, or just walked away from the deal. You're frustrated, and you have every right to be. But here's what catches most business owners off guard: there's a deadline to do anything about it.

Miss that deadline, and it won't matter how solid your case is. The courts won't help you. The statute of limitations isn't some procedural formality. It's a hard cutoff that can wipe out your legal rights completely.

I'm going to walk you through exactly how much time you have to file a breach of contract lawsuit in New York, when that clock actually starts, and whether anything can buy you more time. If you're running a business in Brooklyn, Queens, Manhattan, or Staten Island, this could keep you from losing a claim you didn't even realize was expiring.

How Long Do You Have to Sue for Breach of Contract in New York?

The basic rule is pretty simple: six years from the date of breach. That comes from CPLR § 213(2), which covers lawsuits based on contractual obligations.

This six-year window applies to written contracts, oral agreements, implied contracts—basically any commercial deal between parties. A lot of people think written contracts get more protection than handshake deals. They don't. Both get six years under New York law. The difference is proving what you agreed to, not how long you have to file.

So if someone owed you money under a contract from January 2020 and they defaulted in March of that year, your window closed in March 2026. After that? The other side can get your case tossed just by pointing to the calendar.

The 4-Year Exception for Sale of Goods

Not every contract gets the full six years. When the deal involves selling goods—actual physical products—a different clock applies. Under UCC § 2-725, you only get four years.

What counts as goods? Inventory, equipment, raw materials, machinery, manufactured parts. Anything physical and movable at the time of sale.

What doesn't count? Services like consulting or repairs, real estate, software licenses, employment deals. Those still fall under the six-year rule.

How to Tell Which Deadline Applies

Look at what the contract was really about. If you hired someone to renovate your Brooklyn office and they also supplied some materials, that's primarily a service contract—six years. But if you ordered $50,000 in inventory and it showed up defective, that's a goods contract—four years.

When a contract mixes goods and services, courts use what's called the "predominant purpose" test. They look at what the parties were mainly bargaining for. Buying and installing a commercial HVAC system? Probably goods. Ongoing IT support that includes some hardware? Probably services.

One thing to watch: the parties can agree to shorten that four-year UCC period down to just one year. They can't extend it. So if your supplier's terms say all claims have to be brought within 12 months, that's probably enforceable.

When Does the Clock Start Running?

This trips people up more than anything else. In New York, the statute of limitations starts on the date of the breach—not when you find out about it.

That's different from personal injury cases, where the clock might start when you discover the harm. Contract claims don't work that way. The Court of Appeals spelled this out in Ely-Cruikshank Co. v. Bank of Montreal back in 1993. The court said a breach of contract claim accrues at the time of breach, even if the injured party has no idea anything went wrong.

The reasoning makes sense when you think about it from a commercial standpoint. Businesses are expected to keep tabs on their own deals. The statute of limitations exists to give people closure—at some point, you shouldn't have to worry about getting sued over something from years ago.

Why This Matters for Your Business

Say you're a distributor based in Queens. Back in 2019, your manufacturer shipped products that didn't meet spec, but you stuck them in a warehouse without checking. Five years later, a customer complains and you finally realize what happened. You might figure your four-year clock started when you discovered the problem.

It didn't. The breach happened in 2019 when those defective goods got delivered. If we're past 2023, you're probably out of luck—even though you had no clue there was an issue.

This is exactly why you need systems in place to monitor contract performance, inspect what you receive, and flag missed payments right away. Waiting around to see how things shake out can cost you your ability to do anything about it later.

What Happens If You Miss the Deadline?

I'll be straight with you: if you file after the statute of limitations runs out, your case gets dismissed. That's it. The other side doesn't have to prove they didn't breach. They don't have to show the breach didn't hurt you. They just raise the statute of limitations as a defense, and the judge throws out your claim.

You won't get a chance to argue the facts. You won't present evidence. The court won't care how unfair the situation seems. The deadline is the deadline. And here's what really stings—someone who genuinely owes you money can just refuse to pay, knowing you can't touch them. They could admit they breached the contract and it still wouldn't matter. Once time runs out, you've got no leverage.

I've seen this happen to business owners who waited too long to talk to a lawyer, figured negotiations would sort things out, or just didn't know they were racing a clock.

Exceptions That Might Extend the Deadline

There are a few narrow exceptions that can push out or restart the limitations period. Don't bank on these—they're tougher to prove than most people expect—but they do exist.

Written Acknowledgment of the Debt

If the party who breached signs something acknowledging they still owe you, the six-year clock restarts from the date of that writing. This comes from General Obligations Law § 17-101.

The requirements are strict. It has to be in writing, signed by the person who owes the obligation, and clearly acknowledge the debt without hedging. Something like "I might owe you" or "we're still working this out" won't cut it.

And unlike some states, New York doesn't let partial payments restart the clock. You need that signed writing. An email might work if it has a signature block and unambiguously acknowledges what's owed. A phone call promising to pay won't.

The Continuing Wrong Doctrine

When a breach isn't a one-time event but a series of separate violations, each new violation can start its own clock. Courts call this the continuing wrong doctrine.

Here's where it applies: imagine a licensing deal that requires monthly royalty payments. The licensee stops paying in January 2020. Each missed payment is its own breach with its own six-year deadline. You might be too late to recover January 2020's payment, but you could still go after payments missed in late 2020 or 2021.

Here's where it doesn't apply: a contractor does shoddy work in 2019, and you keep discovering new problems as things fall apart over the years. That's not a continuing wrong—it's continuing damage from one original screw-up. Your clock started in 2019 when the bad work was finished.

Courts are pretty stingy with this doctrine. They want to know whether each act is truly an independent breach or just fallout from the first one.

Equitable Estoppel

If the other side actively hid the breach or stopped you from discovering it, courts might prevent them from hiding behind the statute of limitations.

But this takes more than just staying quiet. You'd need to show they did something affirmative to conceal what happened, you reasonably relied on what they did or said, and you filed as soon as you learned the truth.

Not mentioning a breach isn't enough. Lying about it, destroying evidence, or stringing you along with false promises might be—but courts are skeptical and want solid proof.

The bottom line: don't assume any of these exceptions will save you. If your deadline is approaching, treat it like it's real.

Where to File a Breach of Contract Lawsuit in NYC

Where you file depends on what's at stake.

NYC Civil Court handles claims up to $50,000. Filing fees run between $45 and $140, the procedures are a bit simpler, and cases tend to move faster. You'd file in Manhattan at 111 Centre Street, in Brooklyn at 141 Livingston Street, or in Queens at 89-17 Sutphin Blvd in Jamaica.

Supreme Court takes the bigger cases—typically anything over $50,000. The name throws people off, but it's actually New York's main trial court, not an appeals court. Filing costs $210 for the index number plus $95 for the RJI. Brooklyn's courthouse is at 360 Adams Street, Queens is at 88-11 Sutphin Blvd in Jamaica, and Manhattan is at 60 Centre Street.

For complex commercial disputes above certain dollar thresholds, the Commercial Division is an option. That's a specialized part of Supreme Court with judges who handle business cases all day. Manhattan's threshold is $500,000. Brooklyn and Queens start at $100,000. You get more sophisticated case management, but the procedural requirements are stricter too.

Protecting Your Business: What to Do Now

If you're reading this because you think someone breached a contract with you, here's what I'd do.

Figure out your deadline first. When did the breach actually happen—not when you noticed, but when they failed to perform? Count six years forward from that date (or four if it's a goods contract). That's your outer limit.

Start pulling together documentation. Get the contract, grab every email and text message, collect evidence of what they did or didn't do, and tally up your damages. Do it now while everything is still accessible and you can still remember the details.

Don't assume negotiations are buying you time. Settlement talks, demand letters, verbal commitments—none of that stops the clock. Plenty of business owners have lost valid claims because they thought ongoing discussions meant they didn't need to rush. They were wrong.

Talk to a lawyer before you run out of runway. Even if you're not ready to sue tomorrow, you need someone to confirm your deadline and map out your options. They can tell you whether it makes sense to send a demand letter, file right away, or try mediation.

Contracts are how business gets done. When the other party doesn't come through, you should have a way to make it right. But that only works if you move before time runs out.

Frequently Asked Questions

Basic Deadlines

What is the statute of limitations for breach of contract in New York?

Six years under CPLR § 213(2). Doesn't matter if it's written or oral, express or implied. The clock starts when the breach happens, not when you find out.

Is the deadline the same for written and oral contracts?

Yes. Both get six years in New York. The hard part with oral contracts is proving the terms—not the filing deadline.

How long do I have to sue for unpaid invoices?

Six years from when payment was due. If your invoice said Net 30 and you sent it January 1, payment was due January 31. Miss that date, and your six-year window opened February 1.

CPLR vs. UCC

What's the difference between the 6-year and 4-year deadlines?

Six years covers most contracts. Four years is specifically for sale of goods—physical products. Services, real estate, and typical business deals get the longer window.

Does the 4-year rule apply to service contracts?

No. Services fall under the six-year rule. That includes consulting, professional work, maintenance agreements, and employment contracts.

What if my contract involves both goods and services?

Courts look at what the deal was mainly about. If goods were the point, four years. If services were the point, six years. The mix matters, but the primary purpose matters more.

When the Clock Starts

When does the statute of limitations begin to run?

The day of the breach. For non-payment, that's when the bill was due. For defective delivery, that's when the defective stuff arrived.

What if I didn't discover the breach until years later?

Tough luck, usually. New York doesn't use a discovery rule for contract claims. The clock started at the breach whether you knew about it or not.

Does New York have a discovery rule for contract claims?

No. Unlike injury cases where timing can depend on when you learned you were hurt, contract claims accrue at breach. Commercial parties are expected to monitor their own agreements.

Exceptions and Extensions

Can the statute of limitations be extended?

Sometimes. A signed written acknowledgment of the debt restarts the clock. The continuing wrong doctrine might help if there are repeated independent breaches. Equitable estoppel could apply if the other side actively hid what they did. But none of these are gimmes.

What is the continuing wrong doctrine?

It treats a series of separate breaches as each having their own deadline. Works for things like missed monthly payments. Doesn't work when one breach just causes ongoing problems over time.

Can a signed letter restart the clock on an old debt?

Yes, if it meets the requirements—written, signed by the debtor, clearly acknowledging what's owed without conditions. Just making a partial payment won't do it in New York.

Practical Concerns

What happens if I file after the deadline?

Case dismissed. The other side raises the statute of limitations, and the court won't look at the merits. No exceptions for close calls.

Can a contract shorten the statute of limitations?

For goods under the UCC, yes—down to one year minimum. Service contracts can include shorter deadlines too, though courts look at whether they're reasonable and clearly disclosed.

Should I consult an attorney before the deadline?

Absolutely. Even if you're not ready to file, you need someone to verify your timeline and help you think through next steps. Waiting until the last minute is asking for trouble.

Talk to a Contract Attorney

If you've got a potential breach of contract situation in Brooklyn, Queens, Manhattan, or Staten Island, don't sit around wondering whether your deadline has passed. Call KLG Law at (212) 203-2082 for a free consultation. We'll look at your situation, figure out your timeline, and lay out what you can do—before it's too late.