How long do we have to sue on this contract in South Dakota, and can the contract shorten that period?
Six years for a contract generally, four years for a sale of goods. SDCL 15-2-13(1) provides that, except where a different limitation is specially prescribed, "[a]n action upon a contract, obligation, or liability, express or implied" "can be commenced only within six years after the cause of action shall have accrued." For a sale of goods, SDCL 57A-2-725(1) instead gives four years: "An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued." Subsection (2) fixes accrual at breach regardless of discovery, with one exception: "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 trap
South Dakota's own published text of SDCL 57A-2-725(1) does NOT carry the sentence found in the UCC's uniform text and in neighboring states' versions of this same section letting the ORIGINAL agreement shorten the four-year period to as little as one year: the South Dakota subsection reads only "must be commenced within four years after the cause of action has accrued," with no reduce-or-extend clause at all. A drafter assuming South Dakota follows the common UCC pattern of allowing a contractual reduction to one year is relying on text this statute does not contain, and that assumption is not resolved or extended here from any other state's version. Separately, subsection (3) lets a timely-commenced action that terminates without reaching a merits judgment be refiled within six months of that termination for the same breach, "unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute": a safety valve a drafter relying only on the four-year headline number could overlook. Nothing read for this rule states whether a contract clause purporting to shorten the general six-year period under SDCL 15-2-13, outside the sale-of-goods context, is enforceable or void; that question is not addressed by any authority located here.
4 authorities
- statuteSDCL § 15-2-13enactment date not established
The words that state the rule
Except where, in special cases, a different limitation is prescribed by statute, the following civil actions other than for the recovery of real property can be commenced only within six years after the cause of action shall have accrued: (1) An action upon a contract, obligation, or liability, express or implied, excepting those mentioned in §§ 15-2-6 to 15-2-8 , inclusive, and subdivisions 15-2-15(3) and (4);
- statuteSDCL § 57A-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.
- statuteSDCL § 57A-2-725enactment date not established
The words that state the rule
(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued.
- statuteSDCL § 57A-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.