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

1. Written Contracts

Virginia Code § 8.01-246(2) provides a 5-year SOL for actions on written contracts. (Section 8.01-246(1) provides 10 years for unsealed written contracts before July 1, 2003; modern law typically applies 5 years.)

2. Oral Contracts

Va. Code § 8.01-246(4) imposes a 3-year SOL on unwritten contracts. Oral agreements thus face shorter deadlines than written ones.

3. Sealed Instruments / Promissory Notes

Va. Code § 8.01-246(1) historically provided 10 years for sealed instruments. Promissory notes without seal use the 5-year period.

4. Sale of Goods (UCC Article 2)

Va. Code § 8.2-725 (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 3-year SOL for oral or implied accounts; written stated accounts may use 5 years.

6. Accrual Rule

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

7. Discovery Rule for Fraudulent Concealment

Virginia generally rejects the discovery rule for contract claims but tolls SOL where the defendant obstructed filing through fraud (§ 8.01-229(D)).

8. Tolling

Va. Code § 8.01-229 tolls for minority and incapacity. SCRA tolls for active military service. Defendant absence from Virginia may toll under § 8.01-229(E).

9. Contractual Modification of SOL

Virginia permits reasonable contractual shortening of SOL. Extensions are generally unenforceable unless made after accrual.

10. Borrowing Statute

Va. Code § 8.01-247 borrows the shorter SOL when the cause of action arose in another state.

This is legal information, not legal advice.