Massachusetts Breach of Contract Statute of Limitations

If someone has breached a contract, you may wonder how long you have to take legal action. The answer depends on the type of contract involved. The Massachusetts breach of contract statute of limitations is generally six years. Yet, exceptions may apply in certain circumstances.

At Berluti McLaughlin & Kutchin LLP (BMK), we help businesses and individuals across Massachusetts resolve complex legal issues. With decades of experience in corporate law, commercial litigation, and civil trial advocacy, we take pride in our service as long-term legal advisors to entrepreneurs, individuals, and businesses throughout the Boston area.

What Is a Contract and How Can It Be Breached?

A contract is a legally binding agreement involving at least two parties who each promise to do something, understand what each needs to do to meet their contractual obligations, and exchange something of value, like:

Cash,
Physical goods,
Digital items,
Real estate, or
A promise to do or refrain from doing something.

In contract law, we say every contract must have an offer (proposal of terms), acceptance (agreement to terms, which may occur after a counteroffer), and “consideration” (exchange of something of value).

Typically, contracts can be made either in writing or orally. However, contracts involving promises to do the following must be in writing:

Pay debts out of an estate’s personal representative’s (executor or administrator) personal estate,
Pay off someone else’s debt,
Marry someone,
Sell real estate, or
Do or refrain from doing something more than a year later.

Regardless of the form of the contract, a breach occurs when one party fails to fulfill its obligations. The non-breaching party may have legal grounds to sue if the breach caused them harm.

Although rare, courts may compel the breaching party to complete contracts involving unique property. In most cases, however, the nonbreaching party can recover compensatory damages, which are monetary awards designed to undo the harm done to the extent possible.

How Long Do You Have to Sue for a Breach of Contract?

Statutes of limitations set the deadlines for how long you can wait to file paperwork initiating a lawsuit before you lose the right. In essence, statutes of limitations set filing deadlines. If you do not sue before the deadline passes, you usually lose the right. In Massachusetts, the deadlines for breach of contract claims vary based on what the contract involves. So, how long do you have to sue for breach of contract?

Breach of Contract Statute of Limitations in Massachusetts

The general breach of contract statute of limitations in Massachusetts is six years. However, contracts covered by the Uniform Commercial Code (UCC) have a four-year statute of limitations. The UCC covers contracts for the sale or exchange of goods.

In most cases, the statute of limitations starts to run on the date the breach occurs. Your deadline to sue is typically four or six years after the breach. Yet, exceptions can pause or delay the statute of limitations.

Can the Breach of Contract Statute of Limitations Be Extended?

Can the breach of contract statute of limitations be extended if you are nearing or already past the filing deadline? Yes, specific circumstances may pause or delay the statute, which is called tolling the statute.

The Discovery Rule

In brief, the Massachusetts breach of contract statute of limitations may toll if the non-breaching party is unaware of the breach and that lack of awareness is reasonable in the circumstances. Specifically, the discovery rule applies to toll the statute when the non-breaching party did not discover the breach and a reasonable person in the same circumstances would also not have discovered it.

For example, a homeowner might not discover faulty wiring hidden behind walls until years after an electrician rewires their house. In that case, the statute may be tolled until the homeowner knows, or should know, of the issue. In contrast, the statute would be unlikely to be tolled if the breach was easy to discover, like wiring sticking out of a wall that causes the home’s electricity to short-circuit regularly.

Ongoing Breaches

Many contracts involve ongoing obligations, like regular delivery of materials. Depending on who breaches, in what way, and whether those breaches cause harm, one or both parties may be entitled to sue. In these circumstances, the statute of limitations may start running on the date of the last breach.

Frequently Asked Questions (FAQs)

What Is the Statute of Limitations for Breach of Contract in Massachusetts?

Massachusetts’s statute of limitations for breach of contract is six years for most contracts and four years for sales of goods.

When Does the Statute of Limitations Begin for a Breach of Contract Claim in Massachusetts?

The statute of limitations usually begins on the date of the breach. However, if the non-breaching party did not discover the breach, the statute may only start running when the party actually or should have discovered the breach.

Does the Statute of Limitations Differ for Written vs. Oral Contracts in Massachusetts?

No, written and oral contracts have the same limitations period. However, certain agreements must be in writing, including promises to pay others’ debts, marry, sell real estate, and do something more than a year later.

Protect Your Rights with Timely Legal Action

Do not wait to explore your legal options if you are involved in a contract dispute. At BMK, we guide our clients through the complexities of contract law. We can help you understand your rights, evaluate your options, and take your next steps. Contact BMK today to schedule a consultation.