The short answer: In California, the statute of limitations for breach of a written contract is generally 4 years (Code of Civil Procedure § 337), and for breach of an oral contract it is generally 2 years (CCP § 339). Claims based on fraud or mistake have 3 years, but the clock doesn't start until the facts are discovered (CCP § 338(d)). Contracts for the sale of goods have 4 years (Commercial Code § 2725). These periods usually run from the date of the breach. Once the deadline passes, the other side can raise the statute of limitations as a defense, and your case may be dismissed.
Deadlines are easy to overlook. A lot of people assume that as long as the other party is still talking, or still promising to pay, the clock is on hold. It isn't. Friendly negotiations don't stop the calendar. Here is how each situation works.
1. How long do common contract claims last?
| Type of claim | Deadline | Statute | When the clock usually starts |
|---|---|---|---|
| Breach of a written contract | 4 years | CCP § 337 | Date of breach |
| Breach of an oral or unwritten agreement | 2 years | CCP § 339 | Date of breach |
| Breach of a contract for the sale of goods | 4 years | Com. Code § 2725 | When the breach occurs, whether or not the buyer knew; for a warranty that explicitly covers future performance, when the breach is or should have been discovered |
| Fraud or mistake | 3 years | CCP § 338(d) | Discovery of the facts constituting the fraud or mistake |
| Claims not otherwise covered by statute | 4 years | CCP § 343 | When the claim arises |
| Money judgment already obtained | Enforceable for 10 years, renewable | CCP §§ 683.020, 683.110 | Date the judgment is entered |
The "usual" starting point in this table is just that, a starting point. A single dispute often involves several claims, such as breach of contract, fraud, and unjust enrichment, and each one may have a different deadline. So the right question isn't "what's the statute of limitations?" It's: what are each of the claims I want to bring, and which row of this table does each one fall under?
2. How do you count the 4 years for a written contract?
CCP § 337 covers any contract, obligation, or liability "founded upon an instrument in writing." The contract can be written in Chinese; it doesn't have to be a formal English-language agreement, as long as a written document sets out the contractual obligation.
The clock usually starts on the date of breach. For example (a hypothetical, not a real case): two parties sign a written agreement requiring payment by March 15, 2023, and the payment never comes. The breach date is March 15, 2023, so the deadline to sue is generally March 15, 2027. With installment payments, each missed installment may start its own clock, depending on how the contract is written and whether the other party has declared it won't perform at all.
Installment contracts are where people miscalculate most often. Say the other side misses the first payment and then either makes or misses the later ones. The 4-year period for the first installment and the periods for the later ones won't necessarily end on the same day. And if the other side clearly states it will never pay again, the analysis changes. It's hard to reach a conclusion from the contract terms alone; you need the payment history and the parties' communications in front of you.
Section 337 also has some special rules: an action on a book account runs from the date of the last entry. CCP § 337(a), § 580a, and § 726(b) set a 3-month deadline after a foreclosure sale to seek a deficiency, but after a nonjudicial sale under a power of sale, a deficiency generally cannot be recovered or awarded at all (CCP § 580d). A deficiency judgment is only possible after a judicial foreclosure, so in practice these rules apply narrowly.
3. What's the deadline for an oral agreement?
CCP § 339 covers contracts or obligations "not founded upon an instrument of writing," and the deadline is 2 years. Think of a loan between friends agreed to verbally, or business partners who agreed out loud to split profits.
Using the same example, if the payment was only agreed to orally and the breach happened on March 15, 2023, the 2-year period generally ran out on March 15, 2025. Filing on October 1, 2026, would put the case at serious risk if the other side raises the statute of limitations.
In practice, "written or not" isn't always black and white. Whether WeChat messages, emails, or notes on a bank transfer count as a written instrument under § 337 depends on whether they spell out the contractual obligation and whether they were signed or acknowledged. It varies case by case, and it's a question for a lawyer. A transfer note that just says "received" carries very different weight from a chat in which both sides clearly confirm the amount and the repayment date. This comes up all the time in loan and partnership disputes in the Chinese community. Check early, and don't assume the 4-year period applies.
4. When does the 3-year period for fraud and mistake start?
If you believe the other party concealed or misrepresented important facts when the contract was signed, a fraud claim falls under CCP § 338(d), with a 3-year deadline. The clock starts not on the day you were deceived but on the day you discovered the facts constituting the fraud.
That doesn't mean you can wait indefinitely. The other side can argue you should have discovered it sooner, and the court will look at what information you had at the time. If you'd long had a document that plainly contradicted what the other party told you and never asked about it, they may argue you were already on notice. Keep evidence of when you found out: dates, documents you received, messages. It's best to write down right away when and how you discovered it. Notes reconstructed later are far less convincing.
5. Sale of goods has 4 years. Can a contract shorten it?
Transactions for selling, supplying, or importing and exporting goods fall under California Commercial Code § 2725, with a 4-year deadline. Two points matter:
- The clock starts when the breach occurs, even if you didn't know about it at the time. The exception is a warranty that explicitly extends to future performance, which runs from when the breach is or should have been discovered.
- The parties can shorten the period in their contract, but not to less than 1 year, and they can't extend it beyond 4 years.
When you sign a sale-of-goods contract, look for a clause shortening the limitations period. If you've already signed and a problem comes up, check that clause first before you plan your timeline.
6. What makes people think they still have time?
1. The other side says "just wait" or "I'll pay next month"
Verbal promises don't extend the deadline. Under CCP § 360, an acknowledgment or promise only restarts the clock if it is in writing and signed by the party to be charged. There is one exception: for a promissory note, an actual payment of principal or interest can toll or restart the period, but it won't revive a claim that has already expired. Put simply, a partial payment won't bring an expired claim back to life; a signed written promise is what restarts the clock.
The "just wait" situation is the hardest one, because pushing too hard can damage the relationship, but not pushing risks missing the deadline. The safer approach is to ask the other party to put the promise in writing and sign it, and to mark the deadline on your own calendar.
2. You sent a demand letter
A demand letter does not pause the statute of limitations. Only filing a complaint with the court counts. If you want time to negotiate, consider signing a written tolling agreement with the other side, but have a lawyer draft it.
3. You filed but haven't served yet
What counts is the date you file the complaint. Service is subject to a separate 60-day requirement (Rule 3.110). That's a different deadline, so don't mix the two up.
4. The contract sets a shorter deadline or a notice requirement
Beyond sale-of-goods contracts, other contracts may also include a shorter filing deadline, a written notice deadline, or a requirement to mediate or arbitrate first. Whether those clauses are enforceable depends on the contract and on case law, so have a lawyer review the contract as soon as you discover a breach.
7. If the deadline has passed, is the case automatically lost?
Not necessarily, but you're in a weak position. The statute of limitations is a defense the defendant has to raise. If the defendant doesn't raise it, the court generally won't apply it on its own. That isn't something to count on, though: when the other side has a lawyer, they will usually raise it. There are also special situations in which the period is tolled or starts later, such as the discovery rule, and whether they apply depends on the facts.
8. What problems come up with a loan "between friends"?
This is a common scenario, not a specific client. A lends money to an acquaintance, B, to keep B's business running. There's no promissory note, just bank transfer records and a few WeChat messages. B says "I'll pay you back when business picks up," and more than two years go by. When A wants to sue, A first has to answer several questions: Is this a written contract or an oral agreement? Do the WeChat messages contain a clear loan and promise to repay? When did the breach occur? Did B pay back any part of it along the way?
The answers decide whether A is facing a 2-year or a 4-year deadline, and they shape how the evidence needs to be prepared. If A can find messages in which B acknowledges the loan amount and the repayment plan, A is in a much better position than with a transfer record alone. The earlier you check, the more options you have.
9. How to check your own situation, in three steps
- Write down the breach date: the day the other side was supposed to perform and didn't.
- Identify the type of claim: written contract, oral agreement, sale of goods, or fraud.
- Count forward to the deadline, then set an internal deadline a few months earlier to leave time to prepare the complaint and evidence.
Once you've done these three steps, bring the results to a lawyer along with the contract, transfer records, and chat screenshots. The conversation will go much faster.
Things people often miss
First, one dispute usually involves more than one claim. If the other side didn't pay and also concealed key information when the contract was signed, you need to work out the deadline for the breach claim and the fraud claim separately; one date won't cover both. Second, think about evidence alongside the deadline. Even if time hasn't run out, losing key chat records or transfer receipts makes a lawsuit harder, so start preserving everything the day you spot a problem. Third, set your internal deadline early enough. Before filing you usually need to organize evidence, confirm the defendant's exact legal name and address, and prepare translations and the complaint. All of that takes time, and treating the last possible day as your action day is too risky.
10. Frequently asked questions
1. If the contract is in Chinese, does the 4-year period still apply?
The language isn't what matters. The key is whether a written document sets out the contractual obligation. Courts usually require an English translation to be attached, so if you have a Chinese-language contract, start on the translation early so you aren't scrambling when it's time to file.
2. If the other side paid part of the money, does the clock restart?
Generally, whether a partial payment restarts the clock depends on the type of contract. Payments of principal or interest on a promissory note are covered by a specific rule (CCP § 360). For other contracts, ask a lawyer. Don't assume the clock has reset just because a payment came in.
3. If the contract says another state's law applies, do California deadlines still apply?
Possibly not. A choice-of-law clause can affect which state's rules govern, and that's something the court will analyze. Leave it to a lawyer.
4. Do the same deadlines apply in small claims court?
Yes. Small claims court is a division of the Superior Court, and the same statutes of limitations apply, so you have to file within the deadline. A smaller amount and simpler procedure don't mean a more forgiving deadline.
5. Can I still negotiate to recover the money after the deadline has passed?
You can try, but your leverage is weaker, and the other side may raise the statute of limitations once it realizes you might sue. That's why it's best to decide, before the deadline runs, whether you need to file or sign a tolling agreement.
Main sources
- California Code of Civil Procedure §§ 337, 338, 339, 343, 360, 580a, 580d, 726 (leginfo.legislature.ca.gov)
- California Commercial Code § 2725 (leginfo.legislature.ca.gov)
- California Code of Civil Procedure §§ 683.020, 683.110; California Rules of Court, Rule 3.110
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