What is the statute of limitations for contract claims in New York?

1. Written Contracts

N.Y. CPLR § 213(2) provides a 6-year SOL for actions on a contractual obligation or liability, whether express or implied. New York's 6-year window is among the longest for written contracts.

2. Oral Contracts

CPLR § 213(2) also applies a 6-year SOL to oral contracts. Unlike most states, New York treats written and oral contracts identically for limitations purposes.

3. Sealed Instruments / Promissory Notes

Promissory notes and bonds use the 6-year SOL. New York abolished the sealed-instrument distinction (CPLR § 213).

4. Sale of Goods (UCC Article 2)

N.Y. UCC § 2-725 imposes a 4-year SOL on breach-of-sales-contract claims, running from tender of delivery (not discovery). Parties may shorten to 1 year but not extend.

5. Open Account / Account Stated

Open accounts and accounts stated use the 6-year SOL under CPLR § 213(2). The clock generally runs from the last transaction or acknowledgment.

6. Accrual Rule

The cause accrues at breach. For installment contracts, each missed installment starts its own 6-year clock.

7. Discovery Rule for Fraudulent Concealment

New York generally rejects a discovery rule for contract claims but will toll SOL where the defendant fraudulently concealed the breach (CPLR § 213(8)).

8. Tolling

CPLR §§ 207, 208 toll SOL for minority, insanity, defendant absence from the state, and military service. SCRA also applies.

9. Contractual Modification of SOL

N.Y. CPLR § 201 permits parties to shorten SOL by written agreement (Executive Plaza, LLC v. Peerless Ins. Co.). Extensions made after accrual are also permitted in writing under Gen. Oblig. Law § 17-103.

10. Borrowing Statute

CPLR § 202 borrows the shorter foreign SOL when a non-resident's cause of action accrued outside New York.

This is legal information, not legal advice.