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

1. Written Contracts

M.G.L. c. 260 § 2 provides a 6-year SOL for actions of contract or tort, founded upon contracts or liabilities, express or implied, that are not under seal.

2. Oral Contracts

Section 2 also applies a 6-year SOL to oral contracts. Massachusetts treats both contract types identically for limitations purposes.

3. Sealed Instruments / Promissory Notes

M.G.L. c. 260 § 1 grants a 20-year SOL for actions upon contracts under seal. Promissory notes without seal use the 6-year period; notes under seal use 20 years.

4. Sale of Goods (UCC Article 2)

M.G.L. c. 106 § 2-725 (UCC § 2-725) provides a 4-year SOL for breach-of-sales claims from tender of delivery. Parties may shorten to 1 year by original agreement.

5. Open Account / Account Stated

Open accounts use the 6-year SOL under § 2. The clock runs from the last item charged.

6. Accrual Rule

The cause accrues at breach. Each missed installment under an installment contract starts its own SOL.

7. Discovery Rule for Fraudulent Concealment

Massachusetts applies the discovery rule for inherently unknowable injuries. M.G.L. c. 260 § 12 tolls SOL for fraudulent concealment.

8. Tolling

M.G.L. c. 260 § 7 tolls for minority and mental incapacity. SCRA tolls for active military service. Defendant absence from Massachusetts may toll under § 9.

9. Contractual Modification of SOL

Massachusetts permits reasonable contractual shortening of SOL. Extensions are generally unenforceable.

10. Borrowing Statute

M.G.L. c. 260 § 9 addresses defendant absence; choice-of-law applies forum SOL but may borrow foreign SOL through general principles.

This is legal information, not legal advice.