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

1. Written Contracts

Florida Statutes § 95.11(2)(b) sets a 5-year SOL for actions on a contract, obligation, or liability founded on a written instrument, not including payment under a negotiable instrument.

2. Oral Contracts

Under § 95.11(3)(k), oral contracts carry a 4-year SOL. The shorter window reflects the difficulty of proving an unwritten agreement.

3. Sealed Instruments / Promissory Notes

Promissory notes and other negotiable instruments follow the 5-year written contract period; Florida's UCC Article 3 controls negotiable-instrument actions.

4. Sale of Goods (UCC Article 2)

Florida Statutes § 672.725 (UCC § 2-725) provides a 4-year SOL for breach of a sales contract, running from tender of delivery. Parties may shorten to 1 year by original agreement; extensions are barred.

5. Open Account / Account Stated

Actions on an open account carry a 4-year SOL under § 95.11(3)(k); account stated may use the 4- or 5-year period depending on form.

6. Accrual Rule

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

7. Discovery Rule for Fraudulent Concealment

Florida applies a discovery rule for fraud-based contract claims and tolls SOL where the defendant fraudulently concealed the breach (§ 95.051).

8. Tolling

Tolling under § 95.051 covers minority, mental incapacity, absence from the state, and fraudulent concealment. SCRA tolls for active military service.

9. Contractual Modification of SOL

Florida courts generally permit reasonable contractual shortening of SOL but disfavor extensions. Provisions reducing SOL to under 1 year are scrutinized.

10. Borrowing Statute

Florida § 95.10 borrows the shorter foreign SOL when the cause of action arose in another state, limiting forum-shopping.

This is legal information, not legal advice.