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

1. Written Contracts

42 Pa.C.S. § 5525(a)(8) provides a 4-year SOL for actions upon an express contract not founded under seal. This 4-year window is shorter than many neighboring states.

2. Oral Contracts

Section 5525(a)(3) also imposes a 4-year SOL on oral contracts and quasi-contractual claims (unjust enrichment, quantum meruit).

3. Sealed Instruments / Promissory Notes

42 Pa.C.S. § 5529(b)(1) provides a 20-year SOL for instruments under seal. Promissory notes without seal use the 4-year period; notes under seal use 20 years.

4. Sale of Goods (UCC Article 2)

13 Pa.C.S. § 2725 (UCC § 2-725) imposes a 4-year SOL on breach-of-sales claims from tender of delivery. Parties may shorten to 1 year; extensions are barred.

5. Open Account / Account Stated

Open accounts use the 4-year SOL. Account stated likewise 4 years from the date of the stated balance.

6. Accrual Rule

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

7. Discovery Rule for Fraudulent Concealment

Pennsylvania applies the discovery rule narrowly to contract claims but tolls SOL under the doctrine of fraudulent concealment when the defendant actively concealed the breach.

8. Tolling

42 Pa.C.S. § 5533 tolls for minority and mental incapacity. SCRA tolls for active military service. Defendant absence from Pennsylvania may toll under § 5532.

9. Contractual Modification of SOL

Pennsylvania permits parties to contractually shorten SOL if reasonable. Extensions before accrual are generally unenforceable.

10. Borrowing Statute

42 Pa.C.S. § 5521(b) borrows the shorter SOL when the cause of action arose outside Pennsylvania.

This is legal information, not legal advice.