How long do we have to sue for breach of this contract in Idaho?
Five years for a written contract, four years for an oral one, and (for a sale of goods) four years under the UCC regardless of whether the sales contract is written or oral. Idaho Code § 5-216: "Within five (5) years: An action upon any contract, obligation or liability founded upon an instrument in writing." That five-year period never runs against the State: § 5-216 adds that its limitations "shall never apply to actions in the name or for the benefit of the state". Idaho Code § 5-217: "Within four (4) years: An action upon a contract, obligation or liability not founded upon an instrument of writing." For goods, Idaho Code § 28-2-725(1) supplies its own period that does not track the written/oral distinction: "An action for breach of any contract for sale must be commenced within four (4) years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one (1) year but may not extend it." Farms, LLC v. Isom confirms Idaho courts apply §§ 5-216 and 5-217 side by side by instrument type: "five years for Count I on the written lease, and four years for Counts II and III for contract actions 'not founded upon an instrument in writing[,]' I.C. §§ 5-216, -217."
The trap
A sale-of-goods contract does not get the five-year written-contract period even if it is fully signed and in writing: § 28-2-725(1)'s four-year UCC period applies "regardless of the aggrieved party's lack of knowledge of the breach" and controls over §§ 5-216/5-217 for goods sales, and the ORIGINAL agreement can shorten that period to as little as one year but can never lengthen it. § 28-2-725(2)'s accrual rule has its own trap: a breach of warranty accrues at TENDER OF DELIVERY, not at discovery, "except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered". A future-performance warranty is the narrow exception, not the rule. Farms, LLC v. Isom is also a reminder that these periods can be TOLLED by an intervening bankruptcy stay under § 5-234: a limitations calculation that ignores a known stay period will understate the time actually remaining, and in Farms itself the stay was the difference between an affirmed count and two vacated ones. Two more pieces of § 28-2-725 move the four-year line. Subsection (3) revives a claim for six months where a timely action "is so terminated as to leave available a remedy by another action for the same breach", unless it ended in voluntary discontinuance or dismissal for failure to prosecute. And subsection (4) says the section "does not alter the law on tolling of the statute of limitations", which is why a tolling provision such as § 5-234 is not displaced for a goods contract.
11 authorities
- statuteIdaho Code § 5-216enactment date not established
The words that state the rule
Within five (5) years: An action upon any contract, obligation or liability founded upon an instrument in writing. The limitations prescribed by this section shall never apply to actions in the name or for the benefit of the state and shall never be asserted nor interposed as a defense to any action in the name or for the benefit of the state although such limitations may have become fully operative as a defense prior to the adoption of this amendment.
- statuteIdaho Code § 5-217enactment date not established
The words that state the rule
Within four (4) years: An action upon a contract, obligation or liability not founded upon an instrument of writing.
- statuteIdaho Code § 28-2-725enactment date not established
The words that state the rule
An action for breach of any contract for sale must be commenced within four (4) years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one (1) year but may not extend it.
- statuteIdaho Code § 28-2-725enactment date not established
The words that state the rule
A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.
- statuteIdaho Code § 28-2-725enactment date not established
The words that state the rule
(3) Where an action commenced within the time limited by subsection (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six (6) months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
- statuteIdaho Code § 28-2-725enactment date not established
The words that state the rule
(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this act becomes effective.
The words that state the rule
The applicable limitations periods under Idaho law for Farms’ claims are five years for Count I on the written lease, and four years for Counts II and III for contract actions “not founded upon an instrument in writing[,]” I.C. §§ 5-216, -217.
The words that state the rule
Idaho Code section 5-234 applies to establish the limitation period applicable to matters stayed by statute.
The words that state the rule
An automatic stay under 11 U.S.C. section 362 constitutes a statutory prohibition as envisioned by Idaho Code section 5-234. As a result, the limitations periods set forth in Idaho Code sections 5-216 and 5-217 were stayed from the date of the Isoms’ bankruptcy filing, July 31, 2015, to when the bankruptcy case was dismissed on June 13, 2019.
- statuteIdaho Code § 5-234enactment date not established
The words that state the rule
When the commencement of an action is stayed by injunction or statutory prohibition the time of the continuance of the injunction or prohibition is not part of the time limited for the commencement of the action.
The words that state the rule
The district court’s judgment as to Count III is affirmed. The district court’s judgment on Counts I and II is vacated. The case is remanded. Costs and attorney fees are awarded to Farms, LLC.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.