Statute of Limitations for Breach of Contract in California (Written and Oral)

Last updated: November 2026

The statute of limitations for breach of contract in California is four years for a contract founded on a written instrument and two years for one that is not. (Code Civ. Proc., §§ 337, subd. (a), 339, subd. 1.) The period generally runs from the date of the breach, not from the date the contract was signed or the date the loss was discovered. Kolmogorov Law, P.C. handles contract claims and limitations defenses for businesses in Orange County, Los Angeles, and across California.

Call (909) 235-6116 or contact us online if you are not sure whether your claim is still alive, or whether a claim against you has expired.

The basic statute of limitations for breach of contract in California

An action upon any contract, obligation, or liability founded upon an instrument in writing must be brought within four years. (Code Civ. Proc., § 337, subd. (a).) An action upon a contract, obligation, or liability not founded upon an instrument of writing must be brought within two years. (Code Civ. Proc., § 339, subd. 1.)

The line between the two is not always where business owners expect. A contract is "founded upon an instrument in writing" when the writing itself contains the obligation sued on. A written contract later modified orally, or an email exchange that states the terms, can each raise an argument about which period applies. Where the question is close, I treat two years as the deadline. Our page on breach of an oral contract covers the proof problems that go with the shorter period.

Once the period has run, a person may not bring suit or initiate an arbitration or other legal proceeding to collect the debt. (Code Civ. Proc., § 337, subd. (d).) The bar applies to arbitration demands, not only to lawsuits.

Special periods for common business claims

Sales of goods. An action for breach of a contract for sale under the Commercial Code must be brought within four years after the cause of action accrues, whether the contract was written or oral. (Com. Code, § 2725, subd. (1).) The parties may reduce that period in their original agreement to not less than one year, but they may not extend it. (Ibid.) The cause of action accrues when the breach occurs, regardless of whether the aggrieved party knew of it. (Id., subd. (2).) Book accounts and accounts stated. An action on a book account, or on an account stated based on a written account, has a four-year period; for an account stated with more than one item, the period runs from the date of the last item. (Code Civ. Proc., § 337, subd. (b).) This is the provision that often rescues an unpaid-invoice claim where the underlying agreement was oral. Our page on collecting unpaid invoices explains how to plead it.

Claims without a specific statute fall under the four-year catch-all. (Code Civ. Proc., § 343.) Our general page on business lawsuit statutes of limitations lists the periods for fraud, fiduciary duty, and other claims that often accompany a contract case.

When the clock starts

A contract claim accrues when the breach occurs. For a missed payment, that is the due date. For a failure to deliver, it is the delivery date. For a contract performed in installments, each missed installment usually starts its own period, so a claim for the oldest installments can expire while claims for the newer ones remain.

Discovery of the breach matters less than in fraud cases. The period generally runs from breach even if the plaintiff did not know of it, and the Commercial Code says so expressly for sales of goods. (Com. Code, § 2725, subd. (2).) Courts have applied a discovery rule to some contract claims where the breach was hidden, but a business should not count on it.

When the other side announces in advance that it will not perform, the injured party may sue immediately or wait for the performance date. The cautious course is to assume the clock started on the earlier date. Our page on anticipatory breach covers that choice.

How the period can be extended

The Code of Civil Procedure provides that the period for a written contract may be extended only under section 360. (Code Civ. Proc., § 337.) That section allows an acknowledgment or promise to restart the period, but only if it is contained in a writing signed by the party to be charged. (Code Civ. Proc., § 360.) A debtor's email saying "we know we owe this and will pay when cash flow improves" can be such a writing. A phone call cannot.

Promissory notes have a special rule. A payment of principal or interest on a note is itself treated as an acknowledgment that restarts the period, though a payment does not revive a claim that was already barred. (Ibid.) Our page on promissory note defaults covers that scenario.

A written waiver signed by the obligated party can also extend the time, for up to four years from the expiration of the original period, and it may be renewed in successive four-year increments. (Code Civ. Proc., § 360.5.) Tolling agreements between businesses in negotiation rely on this section.

How these issues come up

A contractor finishes a project, sends a final invoice, and hears nothing. Two years and three months later the client has still not paid. If the only agreement was verbal, the two-year period has likely run, unless the invoices and account history support a book account theory with its four-year period.

A manufacturer discovers that components it bought three years ago were out of specification all along. The four-year goods period began at delivery regardless of knowledge, and the seller's terms cut it to one year. The claim may already be gone.

What we do

The first thing we do in any new contract matter is calendar the deadline under every plausible theory. If the period is near, we file first and talk later. If the client is the defendant, we test whether the claim is time-barred before anything else.

Cases are heard in the Superior Court: the Central Justice Center in Santa Ana for Orange County and the Stanley Mosk Courthouse for Los Angeles. Cases with out-of-state parties may be in the Central District of California.

What to bring to the first meeting

Bring the contract and any amendments, the date of the first missed payment or failed performance, a record of every payment received since, any written acknowledgment of the debt, and any tolling agreement. If the agreement was oral, bring the emails and invoices that might make it a written one.

Frequently asked questions

How long do I have to sue for breach of contract in California?

Four years from the breach for a contract founded on a written instrument, and two years for an oral or implied contract. (Code Civ. Proc., §§ 337, subd. (a), 339, subd. 1.) Sales of goods have a four-year period under the Commercial Code that the contract may shorten to one year. Calculate from the breach date, not the signing date.

Does the statute of limitations start when I discover the breach?

Usually not. A contract claim accrues when the breach occurs, and for sales of goods the statute says the period runs regardless of the aggrieved party's lack of knowledge. (Com. Code, § 2725, subd. (2).) A discovery rule has been applied in limited situations where the breach was hidden, but it should be treated as the exception.

Can a partial payment restart the statute of limitations?

On a promissory note, yes. A payment of principal or interest by the party to be charged restarts the period, though it does not revive a claim that was already barred. (Code Civ. Proc., § 360.) For other contracts, a restart requires a written acknowledgment or promise signed by the debtor.

What happens if I file after the statute of limitations has run?

The defendant can raise the statute as a defense and the claim will usually be dismissed, often by demurrer or summary judgment. The bar also prevents initiating arbitration. (Code Civ. Proc., § 337, subd. (d).) The statute is an affirmative defense, so a defendant who fails to raise it may waive it.

Talk to a California breach of contract attorney

If you are facing a deadline on a contract claim, or defending a claim that may be stale, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is located at 327 Magnet, Irvine, CA 92618, and represents businesses in Orange County, Los Angeles, and throughout California.

This page provides general information about California law and is not legal advice. Outcomes depend on the contract, the dates, and the court.