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How long do you have to sue for breach of contract in New York?

Updated By The editorial teamNot reviewed by an attorney — based on the official sources below

In short

In New York you generally have six years to start a lawsuit over a broken contract, whether written or oral (CPLR § 213(2)). For a sale of goods the limit is four years, and the original agreement can shorten it to as little as one year (UCC § 2-725). The clock usually starts when the contract is broken, not when you find out. A contract can set a shorter limit in writing, and a few things — such as a later written promise to pay — can change the count. Your claim must be filed in court before the deadline; a letter or a phone call doesn't stop the clock.

Read on for the details, the exceptions and the sources.

In plain words

Statute of limitations
The legal deadline to start a lawsuit. After it passes, the other side can usually have the case dismissed.
Accrual
The moment the clock starts — for a contract, usually the day it was broken.
Tolling
A pause in the clock that the law allows in certain situations, such as when the person suing is a minor.
Acknowledgment
A written statement by the other side admitting the debt or promising to pay it, which can restart the time to sue.

The full answer

The basic rule is CPLR § 213(2): an action on a contractual obligation, 'express or implied', must be started within six years. That covers most written and oral agreements — unpaid loans, unpaid invoices, unfinished services, broken promises in a signed contract. The time is counted from when the claim 'accrued' (CPLR § 203(a)), which for a contract is generally the date of the breach, such as the day a payment was due and not made.

Sales of goods follow the Uniform Commercial Code instead: four years from the breach, even if you didn't know about it (UCC § 2-725(1)–(2)). A breach of warranty usually happens when the goods are delivered, unless the warranty explicitly covers future performance. The original agreement may reduce the four years to as little as one year but can't extend it.

Other limits that often come up in contract-type disputes: a claim based on fraud must be brought within six years or two years from when the fraud was or could reasonably have been discovered, whichever is later (CPLR § 213(8)); a claim based on mistake has six years (§ 213(6)); and when a consumer is the one being sued over a consumer credit transaction — such as a credit card or a consumer loan — the creditor generally has only three years (CPLR § 214-i).

Exceptions and special cases

  • Shorter limits in the contract: CPLR § 201 allows a shorter time 'prescribed by written agreement.' Check your contract for a clause like 'any claim must be brought within one year.'
  • No court extensions: CPLR § 201 also says no court can extend the time limited by law.
  • Written acknowledgment: a signed writing that acknowledges the debt or promises to pay it can take a claim out of the time limit (General Obligations Law § 17-101). The statute keeps the effect of a payment of principal or interest, which may also restart the count.
  • Consumer credit is different: once the three years under CPLR § 214-i run out, a later payment or acknowledgment does not revive or extend the time.
  • Written extension after the claim arises: a signed promise, made after the breach, not to plead the statute of limitations is effective according to its terms (General Obligations Law § 17-103).
  • Minors and people with a serious mental disability when the claim arose may get more time (CPLR § 208).
  • Freelancers: under the Freelance Isn't Free Act, a claim for late or reduced payment has six years, but a claim only for failing to give a written contract has two years (General Business Law § 1414(2)).
  • If you are sued: a defense or counterclaim arising from the same transaction isn't barred to the extent of the other side's demand, even if it would be late on its own (CPLR § 203(d)).

What to do now

  1. Find the breach date

    The day the payment was due, the day the work should have been finished, or the day defective goods were delivered. Write it down with the evidence that shows it.

  2. Check the contract

    Look for a clause that shortens the time to sue, and note whether the deal is a sale of goods (four years) or something else (usually six).

  3. Count — and leave a margin

    Use our statute of limitations calculator for an estimate, then aim to file well before the last day. Counting rules for weekends, holidays and special situations can matter.

  4. File, don't just write

    A demand letter is a good step, but only starting the case in court meets the deadline. Small claims cases begin when you file with the clerk.

  5. Get advice if it's close

    If the deadline is near or the facts are complicated (fraud, several breaches, payments after the breach), talk to a lawyer or a court help center right away.

Calculator

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Figures that change

  • Contract claims (general): 6 years from the breach (as of 2026-10-30; N.Y. Civil Practice Law and Rules)
  • Sale of goods: 4 years from the breach (may be cut to 1 year by the original agreement) (as of 2026-10-30; N.Y. Uniform Commercial Code)
  • Creditor suing a consumer over a consumer credit transaction: 3 years (as of 2026-10-30; N.Y. Civil Practice Law and Rules)
  • Fraud: 6 years, or 2 years from discovery, whichever is later (as of 2026-10-30; N.Y. Civil Practice Law and Rules)

Frequently asked questions

Does the clock start when I discovered the problem?

For most contract claims, no — it starts at the breach, even if you didn't know. The UCC says this expressly for sales of goods (§ 2-725(2)). Fraud claims are different: you get six years or two years from discovery, whichever is later (CPLR § 213(8)).

They made a small payment last year. Does the six years start over?

It may. General Obligations Law § 17-101 preserves the effect of a payment of principal or interest, and a signed written acknowledgment can also restart the count. But for consumer credit debts, a payment made after the three years have expired doesn't revive the debt (CPLR § 214-i).

Is the deadline different in small claims court?

No. The same statutes of limitations apply in small claims court. What differs is the maximum amount you can claim.

My invoice is for goods and installation. Is it four years or six?

It depends on whether the contract is mainly a sale of goods or mainly for services. Courts look at the main purpose of the deal. If it's unclear, assume the shorter four-year limit and file in time.

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Official sources

This page was written from the sources below. “Checked” is the date the source was last opened and read.

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This page is general information based on the official sources listed, current as of the update date. It is not legal advice and does not replace a review of your own situation; if a case is already in court, a deadline is close, the amount is large, or there are criminal, immigration or family-law consequences, talk to a lawyer or legal aid.