What is the statute of limitations for contract claims in California?

1. Written Contracts

California Code of Civil Procedure § 337 provides a 4-year limitations period for actions on a written contract, obligation, or liability founded on an instrument in writing.

2. Oral Contracts

Under CCP § 339, oral contracts and obligations not founded on a writing carry a 2-year statute of limitations. The shorter period reflects the evidentiary difficulty of proving unwritten promises.

3. Sealed Instruments / Promissory Notes

California abolished the common-law distinction for sealed instruments. Promissory notes generally use the 4-year written-contract period under § 337.

4. Sale of Goods (UCC Article 2)

California Commercial Code § 2725 (UCC § 2-725) imposes a 4-year limit on breach-of-sales-contract claims, running from when the breach occurred (not when discovered). Parties may shorten this to 1 year by agreement but cannot extend it.

5. Open Account / Account Stated

Open book accounts have a 4-year SOL under CCP § 337(b); account stated also 4 years.

6. Accrual Rule

The clock starts at breach. For installment contracts, each missed payment triggers a separate SOL.

7. Discovery Rule for Fraudulent Concealment

California applies a discovery rule when the breach was inherently undiscoverable or fraudulently concealed, tolling SOL until the plaintiff knew or should have known.

8. Tolling

SOL is tolled for minority (CCP § 352), mental incapacity, military service (SCRA), and defendant absence from California (CCP § 351).

9. Contractual Modification of SOL

Parties may shorten the SOL by contract if reasonable. Extensions are generally disfavored, though Bus. & Prof. Code § 17537-type provisions permit limited extensions.

10. Borrowing Statute

CCP § 361 applies the shorter of California's or the foreign jurisdiction's SOL when the cause of action arose elsewhere.

This is legal information, not legal advice.