In California business litigation, the statute of limitations is often outcome-determinative before anyone argues the merits. A claim worth seven figures is worth nothing the day after the limitations period expires, and the defense can be raised on demurrer or summary judgment with little sympathy for good excuses. Business owners routinely lose recoverable claims not because the facts were weak, but because the deadline passed while they negotiated, waited, or hoped.

This guide collects the limitations periods that matter most in California business disputes, explains when the clock actually starts, and covers the doctrines that pause it—and the contract clauses that quietly shorten it.

The Core Deadlines for California Business Claims

Each claim has its own period, and a single business dispute usually involves several claims with different deadlines. The controlling periods include:

• Breach of written contract: four years. (Code Civ. Proc., § 337.) See our breach of contract FAQ for the elements and defenses.
• Breach of oral contract: two years. (Code Civ. Proc., § 339(1).) Handshake deals are enforceable in California, but the runway is half as long.
• Open book account and account stated: four years. (Code Civ. Proc., § 337.) These common counts often rescue unpaid-invoice claims where the underlying agreement is informal.
• Fraud: three years, running from discovery of the facts constituting the fraud. (Code Civ. Proc., § 338, subd. (d).) See our guide to fraud claims in California business disputes.
• Conversion and injury to personal property: three years. (Code Civ. Proc., § 338, subd. (c).)
• Trade secret misappropriation: three years from discovery or when it should have been discovered. (Civ. Code, § 3426.6.) Our trade secret guide covers the substance.
• Tortious interference with contract or prospective advantage: two years. (Code Civ. Proc., § 339(1); see our tortious interference guide.)
• Breach of fiduciary duty: generally four years under the catch-all statute (Code Civ. Proc., § 343), but three years where the claim is grounded in fraud. (See our fiduciary duty guide.)
• Unfair competition (B&P § 17200): four years. (Bus. & Prof. Code, § 17208; see our UCL guide.)
• Defamation and trade libel: one year. (Code Civ. Proc., § 340, subd. (c).) The shortest business-tort deadline; see our guide to business defamation claims.
• Enforcing a money judgment: ten years, renewable. (Code Civ. Proc., § 683.020; see our judgment enforcement practice page.)

When the Clock Actually Starts

The default rule is that a claim accrues when the last element occurs—typically when the wrongful act causes injury. But California recognizes the delayed-discovery rule: accrual is postponed until the plaintiff discovers, or has reason to discover, the cause of action. (Fox v. Ethicon Endo-Surgery, Inc. (2005) 35 Cal.4th 797, 807.) A plaintiff relying on delayed discovery must plead and prove the time and manner of discovery and the inability to have made earlier discovery despite reasonable diligence. In practice, once you suspect something is wrong—missing funds, a diverted customer, numbers that do not reconcile—the clock is likely running.

Doctrines That Pause or Extend the Deadline

Fraudulent concealment. A defendant who actively conceals the wrong is equitably estopped from asserting the statute for the period of concealment.

Continuous accrual. For recurring obligations—installment payments, royalties, periodic fees—each new breach starts its own limitations period, so recent installments may be recoverable even where older ones are time-barred. (Aryeh v. Canon Business Solutions, Inc. (2013) 55 Cal.4th 1185, 1199.)

Tolling agreements. Parties negotiating in good faith can sign a written tolling agreement rather than filing protectively. California enforces written waivers of the statute, but each waiver is effective for no more than four years, though it can be renewed. (Code Civ. Proc., § 360.5.)

Acknowledgment or part payment. A written, signed acknowledgment of a debt—or a part payment—can restart the limitations period on a contract claim. (Code Civ. Proc., § 360.) Preserve every email in which the debtor admits the balance.

Your Contract May Have Changed the Deadline

California courts enforce reasonable contractual provisions shortening the limitations period in commercial agreements, and vendor contracts frequently cut the four-year contract period down to one year. For sales of goods, the Commercial Code imposes its own four-year period and expressly permits the parties to reduce it to not less than one year. (Com. Code, § 2725.) Before assuming you have four years, read the contract—the deadline you actually have may be the one you signed.

Practical Calendaring Rules for Business Owners

• Calendar the earliest plausible deadline the day a dispute surfaces, using the shortest applicable period among your claims.
• Do not negotiate past a deadline. Settlement talks do not toll the statute; sign a tolling agreement or file first.
• Watch the one-year defamation period—it expires while most owners are still weighing options.
• Check every contract for a shortened period and for notice-of-claim prerequisites that run even faster.
• Document discovery dates. Contemporaneous notes of when and how you learned of the wrong preserve delayed-discovery arguments.

Frequently Asked Questions

Q: The other side kept promising to pay. Does that extend my deadline?
A: Not by itself. Verbal reassurances do not toll the statute. A signed written acknowledgment of the debt or a part payment can restart the contract period under Code of Civil Procedure section 360, and a written tolling agreement can pause it—get one before the deadline, not after.

Q: I just discovered a fraud that happened five years ago. Am I too late?
A: Not necessarily. The three-year fraud period runs from discovery of the facts constituting the fraud, not from the fraud itself. You will need to show when you discovered it and why reasonable diligence would not have uncovered it sooner.

Q: Which deadline applies when one dispute supports several claims?
A: Each claim carries its own period. A partner's self-dealing might support fiduciary claims (four years), fraud (three years from discovery), and conversion (three years). Filing before the shortest deadline preserves everything.

Q: Can a contract really shorten my time to sue?
A: Yes. California enforces reasonable shortened periods in commercial contracts, and one-year clauses are common in vendor and services agreements. The clause must still afford a reasonable opportunity to sue.

Q: What happens if I file even one day late?
A: The defense will raise the statute by demurrer or summary judgment, and absent a tolling doctrine the claim will be dismissed regardless of its merits. When in doubt, file protectively and negotiate afterward.

This article is provided for general informational purposes and is not legal advice.

Need help? Contact Kolmogorov Law, P.C. at (909) 235-6116 or visit kolmogorovlaw.com to schedule a consultation with our business litigation team in Irvine, California.