Written Contract · Statute of Limitations
Deadline to Sue Over a Contract in California
How long you have to sue over a broken written contract in California, the statute of limitations, plus when the clock starts, the shorter deadline for oral contracts, and the four-year UCC rule for a sale of goods. Cited to the statute.
How the deadline works in California
When the clock starts, whether a discovery rule can delay it, and the deadlines that differ for oral contracts and a sale of goods.
| How the clock works | In California | What it means |
|---|---|---|
| Standard deadline | 4 years | The general limitations period to file a written-contract claim. |
| When it starts | Accrual | The clock generally starts when the breach occurs, not when you find out about it. Each separate breach can start its own four-year clock, so for installment or continuing obligations the period can run from each missed performance. A narrow delayed-discovery doctrine can postpone the start where a breach could not reasonably have been discovered. |
| Discovery rule | Yes | Limited. California is not a strict accrual-at-breach state for contracts: courts apply a delayed-discovery rule where the breach is not reasonably discoverable when it happens, such as a hidden or latent breach. It is narrower than the tort discovery rule, and the default remains accrual at breach. |
| Statute of repose | None | No separate statute of repose for ordinary written contracts. The four-year period runs from breach, or from delayed discovery where that narrow rule applies. Specialized claims like construction defects have their own outer limits, but those are not the general §337 clock. |
| Statute | Cal. Civ. Proc. Code §337(a) | The controlling statute for the limitations period. Read the full text through the source link below. |
| Deadlines that can differ | Period | What it means |
|---|---|---|
| Oral or implied contract | 2 years | An action on a contract not founded on a writing must be filed within two years under §339(1), half the written period. Whether an agreement counts as written can decide the deadline, so this is the single biggest trap in California. |
| Sale of goods (UCC) | 4 years | A contract for the sale of goods is governed by Commercial Code §2725: four years from when the breach occurs, with warranty claims accruing at delivery regardless of your knowledge. Parties may agree to shorten it to no less than one year, but may not extend it. |
| Note secured by a deed of trust | 3 months after the sale | Section 337 carries a proviso: an action for the balance due on an obligation secured by a deed of trust or mortgage with power of sale, after a nonjudicial sale, must be brought within three months of the sale. Do not treat §337 as a flat four years with no exceptions. |
What you can do right now
Concrete, neutral steps if a contract was broken in California and the clock is running. This is legal information, not legal advice.
- Fix the breach date and confirm the contract is written
Write down when the other side broke the agreement, and confirm you have a signed writing. In California a written contract carries four years, but an oral one is only two, so the paper trail matters.
- For installment deals, count from each missed payment
If the contract calls for ongoing performance, each separate breach can start its own four-year clock. That can keep some claims alive while barring older ones, so map the dates before you assume everything is timely.
- If goods were sold, check the UCC clock
A sale of goods runs on Commercial Code §2725, a separate four-year rule that accrues at delivery for warranty claims. Confirm whether your deal is a sale of goods rather than a services or general contract.
- Talk to a California attorney before the deadline
Whether a contract is written, when it was breached, and whether discovery was delayed all turn on your facts. A licensed California attorney can confirm your exact deadline. The State Bar can refer you to one.
A limitations deadline is easy to miscount, and missing it can end a valid claim. This resource can connect you with a licensed attorney who can confirm your exact deadline.
→ State Bar of California — Need Legal HelpThis is general legal information, not legal advice. Deadlines turn on the specific facts of your case, and exceptions cut both ways, so confirm your date with a licensed attorney before relying on it.
What California contract claimants get wrong
The costly mistake in California is treating every agreement as if it carries the same deadline. A written contract gives you four years under Code of Civil Procedure §337(a), but an oral or implied one gives you only two under §339(1). Whether a deal counts as "founded upon an instrument in writing" can therefore decide whether your claim is alive or dead. The clock usually starts at the breach, not when you learn of it, though a narrow delayed-discovery rule can help for a hidden breach. Two more wrinkles catch people out. Installment contracts can start a fresh four-year clock at each missed payment, so old and new breaches are treated differently. And a sale of goods runs on the Commercial Code §2725 four-year rule, not §337, with its own accrual at delivery. If your deadline is close, pin down the exact breach dates and the form of the contract before relying on four years.
Common questions
What is the statute of limitations on a written contract in California?
Four years from the breach, under Code of Civil Procedure §337(a), for an action on a contract founded on a written instrument. The clock generally runs from when the contract was broken, not from when you discovered it.
How long do I have to sue on an oral contract in California?
Two years, under §339(1), which is half the written-contract period. Because the gap is so large, whether your agreement counts as written or oral can decide whether your claim is still timely.
Does the four years start at the breach or when I found out?
Usually at the breach. California recognizes a narrow delayed-discovery rule for a breach that could not reasonably have been discovered when it happened, but the default is that the four years runs from the breach itself.
Is a contract to buy goods still four years in California?
Yes, but under a different statute. A sale of goods is governed by Commercial Code §2725, a four-year period that accrues at delivery for warranty claims regardless of your knowledge. Parties can shorten it to no less than one year but cannot extend it.
Not legal advicePlainStatute provides plain-language summaries of public law for general information only. This is not legal advice. Statutes change; always confirm current requirements with the official source linked above before acting.