How long do you have to sue for breach of contract, fraud, or a sale of goods in New York?

This page explains New York law on statutes of limitations for business claims: how long you have, when the clock starts, and the rules that shorten, pause or extend it. KOR Law LLP's commercial litigation practice handles contract disputes, fraud and misrepresentation claims, UCC matters and fiduciary duty claims. A missed deadline is one of the few problems in a business dispute that no amount of good evidence can fix, so the date is worth working out before anything else.

How long is the deadline for each kind of claim?

Lender claims have their own rules, explained in how long a lender has to sue on a note or guaranty in New York. Mortgages are covered in how long a lender has to foreclose in New York. Once a claim becomes a money judgment, a separate twenty-year rule applies (CPLR 211(b)).

How do you work out your deadline, step by step?

1. Name every claim. One set of facts can support several claims, and each has its own period. A dispute over a purchase can involve a UCC claim, a fraud claim and, between co-owners, a fiduciary claim.
2. Match each claim to its statute. Use the table above. Note that the six-year contract rule in CPLR 213(2) expressly gives way to Article 2 of the Uniform Commercial Code for sales of goods.
3. Find the accrual date. The time runs from when the claim accrued to when it is interposed (CPLR 203(a)). For a contract, that is the breach, not the day you found out (Deutsche Bank v Flagstar). For goods, it is the breach, regardless of the buyer's lack of knowledge (UCC 2-725(2)).
4. Read the contract. Look for a clause shortening the time to sue. The CPLR periods apply unless a shorter time is prescribed by written agreement, and no court may extend the time limited by law (CPLR 201). The Court of Appeals has recognized provisions setting a shorter, but reasonable, period (Deutsche Bank v Flagstar), and a sale of goods contract may cut the period to as little as one year (UCC 2-725(1)).
5. Check for anything that extends or pauses the time. A signed written acknowledgment (General Obligations Law 17-101), a signed written extension made after the claim accrued (General Obligations Law 17-103), the defendant's absence from the state (CPLR 207), or an earlier lawsuit that ended without a decision on the merits (CPLR 205(a)).
6. If the claim arose outside New York, apply the borrowing rule. The claim must be timely under both New York law and the law of the place where it accrued, unless it accrued in favor of a New York resident (CPLR 202).
7. File before the last day. In an action commenced by filing, the claim is interposed when the action is commenced (CPLR 203(c)).

When does the clock start for contract and sale of goods claims?

New York uses a bright line for contracts. The Court of Appeals has said that a breach of contract claim accrues when the contract is breached, and that New York does not apply a discovery rule to contract claims (Deutsche Bank v Flagstar, 2018, following ACE Securities v DB Structured Products, 2015). In those cases, representations about loans were breached, if at all, on the day they were made, so a later refusal to cure did not start a new six-year period. The Court also refused to enforce a clause that tried to delay accrual until a later demand, holding that the attempt conflicted with New York public policy.

Sales of goods follow UCC 2-725. The claim accrues when the breach occurs, regardless of whether the buyer knew of it, and a breach of warranty occurs when tender of delivery is made. The one exception is a warranty that explicitly extends to future performance of the goods, where discovery of the breach must await that performance; then the claim accrues when the breach is or should have been discovered (UCC 2-725(2)). Which disputes fall under Article 2 in the first place is covered in what rules govern a dispute over a sale of goods between businesses in New York.

How does the fraud discovery rule work?

Fraud is the main exception to the no-discovery rule. The time is the greater of six years from accrual or two years from when the plaintiff discovered the fraud, or could with reasonable diligence have discovered it (CPLR 213(8)). The general provision on discovery-based periods says the same thing: two years from actual or imputed discovery, or the period computed from accrual, whichever is longer, except for claims under Article 2 of the UCC and one other listed statute (CPLR 203(g)). The two-year window matters only when it ends later than the six-year one. What the claim itself requires is explained in what you have to prove to win a fraud claim in a New York business case.

Why does breach of fiduciary duty have no single deadline?

The Court of Appeals has stated that New York law does not provide a single statute of limitations for breach of fiduciary duty claims; the period depends on the remedy sought (IDT Corp. v Morgan Stanley, 2009). A claim for purely money damages is treated as injury to property, with three years (CPLR 214(4)). A claim for equitable relief gets six years (CPLR 213(1)). Where fraud is essential to the claim, courts have applied six years (CPLR 213(8)). In IDT, the Court looked at the reality of the case: the plaintiff mainly wanted damages, its equitable requests were incidental, and the three-year period applied. These claims come up often between partners and LLC members, and the early signs of that kind of dispute are in the warning signs that a partnership or LLC dispute is headed to court.

What changes the answer?

• A contract clause shortening the time. A written agreement may prescribe a shorter time (CPLR 201), and it should be reasonable (Deutsche Bank v Flagstar); for goods, not below one year (UCC 2-725(1)).
• A signed written acknowledgment or promise. It is the only competent evidence of a new or continuing contract that takes a claim out of the limitations period (General Obligations Law 17-101).
• A written extension signed after accrual. For contract claims, a promise to waive or extend, made after the claim accrued and signed by the promisor, is effective according to its terms (General Obligations Law 17-103). An agreement to extend made before a claim accrues runs into public policy limits (Deutsche Bank v Flagstar).
• The defendant's absence from New York. Time can be paused while the defendant is outside the state, but not while a designated agent can be served, while a foreign corporation has officers here who can be served, or while jurisdiction can be obtained without personal delivery in New York (CPLR 207).
• An earlier lawsuit that was dismissed. A new action may be started within six months of termination, unless the first case ended by voluntary discontinuance, failure to obtain personal jurisdiction, dismissal for neglect to prosecute, or a final judgment on the merits (CPLR 205(a)). Sale of goods claims have a similar six-month rule (UCC 2-725(3)).
• Where the claim accrued. For a non-resident plaintiff, the shorter of New York's period or the period where the claim arose controls (CPLR 202).
• A demand requirement. Where a demand is needed before suing, the time runs from when the right to make the demand is complete, with special rules for money held by a fiduciary (CPLR 206(a)).

For example: refrigeration units that failed after the warranty window

Common mistakes

• Assuming the clock starts when you found out. For contracts, it starts at the breach (Deutsche Bank v Flagstar); for goods, regardless of knowledge (UCC 2-725(2)).
• Missing a shortened period in the fine print. Sales terms can cut four years to one (UCC 2-725(1)).
• Relying on a phone call. Only a signed writing counts as an acknowledgment that takes a claim out of the limitations period (General Obligations Law 17-101).
• Negotiating without a tolling agreement. If talks may run close to the deadline, a signed written extension made after accrual is the tool the statute provides (General Obligations Law 17-103).
• Counting on the six-month rule. It does not help after a voluntary discontinuance, a failure to obtain personal jurisdiction, a dismissal for neglect to prosecute, or a judgment on the merits (CPLR 205(a)).
• Labeling a damages claim to get six years. Courts look at the substance of the relief sought, not the label (IDT v Morgan Stanley).

What to do this week

1. List every claim you may have and the date of each breach, delivery, or false statement.
2. Pull the contract, purchase orders and sales terms, and mark any clause about the time to sue or governing law.
3. Note when and how you discovered any misstatement, and keep the proof.
4. Collect any signed letters or emails in which the other side acknowledged the debt or agreed to extend time.
5. If talks are under way, ask counsel about a signed tolling agreement before the earliest possible deadline.
6. Decide early where the case would be filed; the choices are discussed in whether a New York business dispute belongs in federal or state court.

Frequently asked questions

Can a contract give us more than six years to sue?

Not by an agreement made before the claim accrues: the Court of Appeals has said public policy restricts agreements extending the statutory period before a claim accrues (Deutsche Bank v Flagstar). After accrual, a signed written promise to waive or extend is effective for the time the statute allows (General Obligations Law 17-103). For sales of goods, the original agreement may not extend the four-year period (UCC 2-725(1)).

Our claim arose in another state. Which deadline applies?

A claim that accrued outside New York must be timely under both New York's period and the period of the place where it accrued (CPLR 202). If the claim accrued in favor of a New York resident, New York's period applies.

Can a time-barred claim still be used as a counterclaim?

Sometimes. A counterclaim is not barred if it was not barred when the plaintiff's claims were interposed, and one arising from the same transactions as the complaint is not barred to the extent of the plaintiff's demand, even if it was already late (CPLR 203(d)).

If we add a claim later, does it count from the original filing?

A claim in an amended pleading is treated as interposed when the original claims were, unless the original pleading did not give notice of the transactions or occurrences to be proved under the amendment (CPLR 203(f)).

Does the Commercial Division have different deadlines?

Its rules govern how cases are managed and do not set their own limitations periods, so the statutes on this page still decide timeliness. The Commercial Division changes how the case is run, as described in whether your business dispute belongs in the New York Commercial Division.

Does a partial payment restart the clock on a business debt?

The acknowledgment statute requires a signed writing, but it expressly leaves the effect of a payment of principal or interest unchanged (General Obligations Law 17-101). Because the answer depends on the debt, check the note and guaranty rules before relying on a payment.

How long does a judgment last once we win?

A money judgment is presumed paid after twenty years from when the creditor was first entitled to enforce it, with exceptions for a signed acknowledgment or a payment (CPLR 211(b)). The details are in how long a New York judgment lasts.