How long does the other side have to sue us on this Kansas contract, and can the contract shorten it?
Five years on a written contract, three on an unwritten one, four on a sale of goods. An action upon any agreement, contract or promise in writing must be brought within five years (K.S.A. 60-511(1)); all actions upon contracts, obligations or liabilities expressed or implied but not in writing, and an action upon a liability created by a statute other than a penalty or forfeiture, must be brought within three years (K.S.A. 60-512). For a sale of goods, an action for breach of any contract for sale must be commenced within four years after the cause of action has accrued, and by the original agreement the parties may reduce the period to not less than one year but may not extend it (K.S.A. 84-2-725(1)). Accrual for a sale of goods is fixed by K.S.A. 84-2-725(2): the cause of action accrues when the breach occurs regardless of the aggrieved party's lack of knowledge, and a breach of warranty occurs when tender of delivery is made, unless a warranty explicitly extends to future performance of the goods and discovery of the breach must await that performance. Outside article 2 the contract may still shorten the period. K.S.A. 60-501 provides that "[t]he provisions of this article govern the limitation of time for commencing civil actions, except where a different limitation is specifically provided by statute", and in Pfeifer v. Federal Express Corp. the Supreme Court answered a certified question from the Tenth Circuit by holding that "K.S.A. 60-501 contains no express or implied prohibition against contractual agreements limiting the time in which to sue", while in the same answer the public policy protecting injured workers who exercise workers compensation rights "invalidates the contractual provision at issue because it impairs enforcement of that protection", a holding the Court said "is limited to the circumstances in which there is a strongly held public policy interest at issue."
The trap
The shortening power is an article 2 power. K.S.A. 84-2-725(1) permits reduction to not less than one year, by the ORIGINAL agreement, and forbids extension. Outside article 2 there is no one-year floor and no original-agreement limit: Pfeifer puts the Article 5 periods, and it names "K.S.A. 60-511 (certain actions must be brought within 5 years), K.S.A. 60-512 (certain actions must be brought within 3 years)" among them, outside any statutory prohibition on contractual shortening, and what defeated the six-month clause in that case was a strongly held public policy, not the length of the period. The Court expressly did not reach length: "Because we hold the contract provision at issue is void, it is unnecessary to consider whether its 6-month term is reasonable." So a shortened non-goods period is not void for being short, and nothing read here fixes a minimum for it. Article 2 also supplies a revival the four-year figure hides: where an action commenced in time is terminated so as to leave a remedy by another action for the same breach, the second action may be commenced within six months after that termination, unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute (K.S.A. 84-2-725(3)). The accrual rule is the harder trap for a buyer: for goods the clock starts at tender of delivery whether or not the buyer knew of the defect, and the discovery rule applies only where the warranty explicitly extends to future performance of the goods. Note also the residual clause in K.S.A. 60-511(5) ("An action for relief, other than the recovery of real property not provided for in this article"), which sits in the five-year section, so a claim that is not on a written contract is not automatically a three-year claim.
10 authorities
- statuteK.S.A. 60-511enactment date not established
The words that state the rule
The following actions shall be brought within five (5) years: (1) An action upon any agreement, contract or promise in writing.
- statuteK.S.A. 60-511enactment date not established
The words that state the rule
An action upon the official bond or undertaking of an executor, administrator, conservator, sheriff, or any other officer, or upon the bond or undertaking given in attachment, injunction, arrest, or in any case required by statute. (5) An action for relief, other than the recovery of real property not provided for in this article.
- statuteK.S.A. 60-512enactment date not established
The words that state the rule
The following actions shall be brought within three (3) years: (1) All actions upon contracts, obligations or liabilities expressed or implied but not in writing. (2) An action upon a liability created by a statute other than a penalty or forfeiture.
- statuteK.S.A. 84-2-725enactment date not established
The words that state the rule
An action for breach of any contract for sale must be commenced within four 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 year but may not extend it.
- statuteK.S.A. 84-2-725enactment 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.
The words that state the rule
Our answer: K.S.A. 60-501 contains no express or implied prohibition against contractual agreements limiting the time in which to sue. But the public policy recognizing that injured workers should be protected from retaliation when exercising rights under the Workers Compensation Act, K.S.A. 44-501 *549 et seq., invalidates the contractual provision at issue because it impairs enforcement of that protection. 2. If no such prohibition exists, is the 6-month limitations period agreed to by the private parties in this action unreasonable? Our answer: Because we hold the contract provision at issue is void, it is unnecessary to consider whether its 6-month term is reasonable.
The words that state the rule
The remainder of Article 5 sets various statutes of limitations for actions brought under Chapter 60. See, e.g., K.S.A. 60-506 (actions for forcible entry and detention limited to 2 years from date action occurred), K.S.A. 60-511 (certain actions must be brought within 5 years), K.S.A. 60-512 (certain actions must be brought within 3 years).
The words that state the rule
We hold that die private contract entered into between FedEx and Pfeifer violates public policy and is invalid to the extent it limits the applicable 2-year statute of limitations under K.S.A. 60-513(a)(4) for filing a retaliatory discharge claim based on her exercise of rights under the workers compensation laws. This holding is limited to the circumstances in which there is a strongly held public policy interest at issue.
- statuteK.S.A. 60-501enactment date not established
The words that state the rule
The provisions of this article govern the limitation of time for commencing civil actions, except where a different limitation is specifically provided by statute.
- statuteK.S.A. 84-2-725enactment 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 months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.