How long do we have to sue on this contract in Minnesota, and can the clause change it?
Except where the Uniform Commercial Code otherwise prescribes, an action upon a contract or other obligation, express or implied, as to which no other limitation is expressly prescribed, must be commenced within six years (Minn. Stat. § 541.05, subd. 1(1)). Two qualifications come from other sections rather than from § 541.05. For work on real property, except where fraud is involved, no action in contract, tort or otherwise to recover damages for injury to property or for bodily injury or wrongful death arising out of the defective and unsafe condition of an improvement to real property may be brought against a person performing or furnishing the design, planning, supervision, materials or observation of construction, or against the owner, more than two years after the cause of action accrues, and in no event may such a cause of action accrue more than ten years after substantial completion (§ 541.051, subd. 1(a)), except that a cause of action accruing during the ninth or tenth year after substantial completion may be brought within two years after it accrued, and in no event more than 12 years after substantial completion (§ 541.051, subd. 2). And where a claim is substantively based upon the law of one other state, that state's limitation period applies, together with its tolling and accrual rules but not its conflicts rules; the Minnesota period applies to all other claims (§§ 541.31, 541.32), unless the other state's period is substantially different and has not afforded a fair opportunity to sue or imposes an unfair burden in defending, in which case the Minnesota period applies (§ 541.33). Subdivision 2 of § 541.31 saves a cause of action that arose outside Minnesota and is barred where it arose if the plaintiff is a resident of this state who has owned the cause of action since it accrued and it is not barred under Minnesota's own period; and for these sections "state" reaches not only a state, commonwealth, territory or possession of the United States, the District of Columbia and Puerto Rico but also "a foreign country, or a political subdivision of any of them" (§ 541.30).
The trap
The six-year rule is expressly subordinate to two things a drafter reading only § 541.05 will miss. The section itself opens 'Except where the Uniform Commercial Code otherwise prescribes', and Minn. Stat. ch. 336 is NOT among the statutes available here, so this rule cannot tell you what period a sale of goods gets; do not assume six years for a supply contract. And the Uniform Conflict of Laws-Limitations Act sections above apply to claims arising from incidents occurring on or after August 1, 2004 (§ 541.34); the section says nothing about earlier incidents. Parties may shorten the period by contract: Henning Nelson (1986) asks first whether "a specific statute prohibits the use of a different limitation period in the particular case" and, if none does, lets the parties shorten it "as long as the contractual period is not unreasonable in length", judged case by case; such provisions "are not generally favored and are strictly construed against the party invoking them". Lengthening by agreement is not addressed by any authority here. The construction period in § 541.051 has boundaries this rule did not state: paragraphs (d) and (e) widen exposure, subdivision 1(b) times a contribution or indemnity claim at two years from its own accrual and caps it at 14 years after substantial completion, and subdivision 2 gives a ninth- or tenth-year accrual two more years with a 12-year outside limit. “Nothing in this section shall apply to actions for damages resulting from negligence in the maintenance, operation or inspection of the real property improvement against the owner or other person in possession.” So a claim about how the building has been run or kept since it was finished is not inside the construction clock at all. And “Nothing in this subdivision shall limit the time for bringing an action for contribution or indemnity.”, so a party brought in late can still pass the loss on after its own direct exposure would have closed.
14 authorities
- statuteMinn. Stat. § 541.05enactment date not established
The words that state the rule
Except where the Uniform Commercial Code otherwise prescribes, the following actions shall be commenced within six years: (1) upon a contract or other obligation, express or implied, as to which no other limitation is expressly prescribed;
- statuteMinn. Stat. § 541.051enactment date not established
The words that state the rule
Except where fraud is involved, no action by any person in contract, tort, or otherwise to recover damages for any injury to property, real or personal, or for bodily injury or wrongful death, arising out of the defective and unsafe condition of an improvement to real property, shall be brought against any person performing or furnishing the design, planning, supervision, materials, or observation of construction or construction of the improvement to real property or against the owner of the real property more than two years after the cause of action accrues, as specified in paragraph (c), nor in any event shall such a cause of action accrue more than ten years after substantial completion of the construction. Date of substantial completion shall be determined by the date when construction is sufficiently completed so that the owner or the owner's representative can occupy or use the improvement for the intended purpose.
- statuteMinn. Stat. § 541.31enactment date not established
The words that state the rule
(a) Except as provided by subdivision 2 and section 541.33 , if a claim is substantively based: (1) upon the law of one other state, the limitation period of that state applies; or (2) upon the law of more than one state, the limitation period of one of those states chosen by the law of conflict of laws of this state applies. (b) The limitation period of this state applies to all other claims.
- statuteMinn. Stat. § 541.32enactment date not established
The words that state the rule
If the statute of limitations of another state applies to the assertion of a claim in this state, the other state's relevant statutes and other rules of law governing tolling and accrual apply in computing the limitation period, but its statutes and other rules of law governing conflict of laws do not apply.
- statuteMinn. Stat. § 541.33enactment date not established
The words that state the rule
If the court determines that the limitation period of another state applicable under sections 541.31 and 541.32 is substantially different from the limitation period of this state and has not afforded a fair opportunity to sue upon, or imposes an unfair burden in defending against, the claim, the limitation period of this state applies.
- statuteMinn. Stat. § 541.34enactment date not established
The words that state the rule
Sections 541.30 to 541.35 apply to claims arising from incidents occurring on or after August 1, 2004.
- statuteMinn. Stat. § 541.051enactment date not established
The words that state the rule
(d) Nothing in this section shall apply to actions for damages resulting from negligence in the maintenance, operation or inspection of the real property improvement against the owner or other person in possession.
- statuteMinn. Stat. § 541.051enactment date not established
The words that state the rule
Notwithstanding the provisions of subdivision 1, paragraph (a), in the case of a cause of action described in subdivision 1, paragraph (a), which accrues during the ninth or tenth year after substantial completion of the construction, an action to recover damages may be brought within two years after the date on which the cause of action accrued, but in no event may such an action be brought more than 12 years after substantial completion of the construction. Nothing in this subdivision shall limit the time for bringing an action for contribution or indemnity.
- statuteMinn. Stat. § 541.051enactment date not established
The words that state the rule
(b) Notwithstanding paragraph (a), an action for contribution or indemnity arising out of the defective and unsafe condition of an improvement to real property may be brought no later than two years after the cause of action for contribution or indemnity has accrued, regardless of whether it accrued before or after the ten-year period referenced in paragraph (a), provided that in no event may an action for contribution or indemnity be brought more than 14 years after substantial completion of the construction.
- statuteMinn. Stat. § 541.051enactment date not established
The words that state the rule
(e) The limitations prescribed in this section do not apply to the manufacturer or supplier of any equipment or machinery installed upon real property.
- statuteMinn. Stat. § 541.31enactment date not established
The words that state the rule
If a cause of action arises outside of this state and the action is barred under the applicable statute of limitations of the place where it arose, the action may be maintained in this state if the plaintiff is a resident of this state who has owned the cause of action since it accrued and the cause of action is not barred under the applicable statute of limitations of this state.
- statuteMinn. Stat. § 541.30enactment date not established
The words that state the rule
For the purposes of sections 541.30 to 541.35 , the following terms have the meanings given them: (1) "claim" means a right of action that may be asserted in a civil action or proceeding and includes a right of action created by statute; and (2) "state" means a state, commonwealth, territory, or possession of the United States, the District of Columbia, the Commonwealth of Puerto Rico, a foreign country, or a political subdivision of any of them.
- caseMinn. (Mar. 21, 1986)Henning Nelson Construction Co. v. Fireman's Fund American Life Insurance Co.Minn.decided 1986
The words that state the rule
The proper analysis for a court in examining whether the parties to a contract can validly shorten the statutorily prescribed limitation period is twofold. The court must first look to see if a specific statute prohibits the use of a different limitation period in the particular case. See Gendreau, 206 Minn, at 239, 288 N.W. at 226 . If no such statute exists, the parties are then free to shorten the limitations period as long as the contractual period is not unreasonable in length. Id. Whether a contractual limitation is reasonable or not is to be decided on a case-by-case basis, looking at the particular facts of each ease.
- caseMinn. (Mar. 21, 1986)Henning Nelson Construction Co. v. Fireman's Fund American Life Insurance Co.Minn.decided 1986
The words that state the rule
Such provisions, however, are not generally favored and are strictly construed against the party invoking them.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.