Written Contract · Statute of Limitations
Deadline to Sue Over a Contract in Massachusetts
How long you have to sue over a broken written contract in Massachusetts, 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 Massachusetts
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 Massachusetts | What it means |
|---|---|---|
| Standard deadline | 6 years | The general limitations period to file a written-contract claim. |
| Statute | Mass. Gen. Laws ch. 260, §2 | The controlling statute for the limitations period. Read the full text through the source link below. |
When it starts
The six years generally runs from the breach, when the other side fails to perform, not from when you learn of it. For an installment or continuing obligation, a fresh six-year clock can run from each missed performance. A narrow discovery rule can push the start later where the breach was inherently unknowable.
Discovery rule Yes
Limited. Massachusetts generally accrues a contract claim at the breach, but courts recognize a discovery rule where the harm was inherently unknowable when it happened, and fraudulent concealment can toll the clock. Treat delayed discovery as the exception, not the default.
Statute of repose: None
No general statute of repose for ordinary written contracts, so the six-year clock runs from the breach. Construction and design claims carry their own separate outer limit under Massachusetts law, but that repose does not govern the general contract deadline.
| Deadlines that can differ | Period | What it means |
|---|---|---|
| Oral contract | 6 years | Massachusetts does not shorten oral agreements. Section 2 applies the same six-year period whether or not the contract is written, so the written-versus-oral split that catches other states does not arise here. Confirm the facts still fit a contract claim. |
| Sale of goods (UCC) | 4 years | A sale of goods runs on M.G.L. c. 106, §2-725, four years from the breach, 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. |
| Contract under seal | 20 years | A contract executed under seal, or a note signed in the presence of an attesting witness, can carry a twenty-year period under M.G.L. c. 260, §1, far longer than the ordinary six years. Check whether your document was executed under seal before assuming six years. |
What you can do right now
Concrete, neutral steps if a contract was broken in Massachusetts and the clock is running. This is legal information, not legal advice.
- Fix the breach date and confirm the form of the contract
Write down when the other side broke the agreement. Massachusetts gives both written and oral contracts six years under §2, but a sealed instrument can run much longer, so the form of your document still matters.
- For installment deals, count from each missed payment
If the contract calls for ongoing performance, each separate breach can start its own six-year clock. That can keep newer claims alive while barring older ones, so map every date before assuming the whole dispute is timely.
- If goods were sold, check the UCC clock
A sale of goods runs on M.G.L. c. 106, §2-725, which accrues at delivery for warranty claims. Confirm whether your deal is a sale of goods rather than a services or general contract, because the accrual rule differs.
- Talk to a Massachusetts attorney before the deadline
Whether your contract was sealed, when it was breached, and whether discovery was delayed all turn on your facts. A licensed Massachusetts attorney can confirm your exact deadline before the six years runs.
This 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 Massachusetts contract claimants get wrong
Massachusetts keeps the basic contract deadline simple, and that simplicity is where people get careless. A written contract carries six years under General Laws chapter 260, section 2, and an oral one carries the same six years, so the written-versus-oral gap that decides cases in California does not exist here. The clock usually starts at the breach, when the other side fails to perform, not when you discover the problem, though a narrow discovery rule can help where the harm was inherently unknowable. Two wrinkles catch people out. A contract executed under seal, or a note signed before an attesting witness, can run for twenty years under section 1, far beyond the ordinary six. And a sale of goods runs on the Commercial Code section 2-725 four-year rule, with its own accrual at delivery. If your deadline is close, pin down the breach date and whether your document was sealed before relying on six years.
Common questions
What is the statute of limitations on a written contract in Massachusetts?
Six years from the breach, under M.G.L. c. 260, §2, for a contract action founded on a written or implied agreement. The clock generally runs from when the contract was broken, not from when you discovered it.
Is an oral contract the same deadline as a written one in Massachusetts?
Yes. Section 2 applies the same six-year period to both written and oral contracts, so unlike many states Massachusetts does not shorten the deadline for an unwritten agreement.
Can a Massachusetts contract ever have a longer deadline than six years?
Yes. A contract executed under seal, or a note signed before an attesting witness, can carry a twenty-year period under M.G.L. c. 260, §1. Whether your document was sealed can therefore change the deadline dramatically.
Is a contract to buy goods still six years in Massachusetts?
No, it is four years under the UCC. A sale of goods is governed by M.G.L. c. 106, §2-725, a four-year period that accrues at delivery for warranty claims regardless of your knowledge. Parties may shorten it to no less than one year.
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.