| Claim | General period | Source |
|---|---|---|
| Breach of contract (written or oral) | 6 years | G.L. c. 260, § 2 |
| Contract under seal | 20 years | G.L. c. 260, § 1 |
| Chapter 93A unfair or deceptive practices | 4 years | G.L. c. 260, § 5A |
| Most torts, such as fraud or misrepresentation | 3 years | G.L. c. 260, § 2A |
| Sale of goods under the UCC | 4 years | G.L. c. 106, § 2-725 |
When the clock starts
For a contract claim, the period generally starts when the contract is breached, not when you find out about the breach or when the full damage becomes clear. Massachusetts applies a "discovery rule" to contract claims only narrowly, mostly where the breach was inherently unknowable.
Sales of goods have their own rule
If your claim is for the price of goods sold, the Uniform Commercial Code's four-year period usually governs instead of the six-year contract statute. That catches many suppliers and distributors off guard. Mixed contracts for goods and services are analyzed by what the contract is predominantly about.
Installment debts and promissory notes
When a debt is payable in installments, each missed payment is generally its own breach with its own six-year period. If the note has an acceleration clause and the lender accelerates, the period for the entire balance typically runs from acceleration.
Contracts under seal
A contract that is expressly "under seal," often with the words "signed under seal" or "executed as a sealed instrument," gets a twenty-year period. Many Massachusetts real estate documents, promissory notes and guaranties are executed under seal, so check yours before assuming a claim is stale.
Contracts that shorten the period
Parties can agree to a shorter limitations period if it's reasonable. Construction contracts, leases and service agreements sometimes include one-year or two-year claim provisions. Read the dispute resolution section of your contract carefully.
Things that can pause or restart the clock
- A written acknowledgment of the debt, signed by the debtor, can restart the period
- The defendant's absence from Massachusetts can, in some circumstances, toll it
- A tolling agreement signed by both sides, often used during settlement talks
Practical point
Legal deadlines are the outer limit. Collectibility drops long before that. Debtors spend money, transfer assets and go out of business, and evidence goes missing. If a significant balance is more than a few months overdue, it's time to act. Request a case review and I'll tell you where your deadline stands.
This article is general information about Massachusetts law as of its date, not legal advice for your situation.