How long does a party have to sue on a written contract in Utah, and can the contract shorten it?
An action upon any contract, obligation or liability founded upon an instrument in writing may be brought within six years, except those mentioned in § 78B-2-311 (§ 78B-2-309). For a contract for the sale of goods an action for breach must be commenced within four years after the cause of action accrued, and by the original agreement the parties may reduce the period to not less than one year but may not extend it (§ 70A-2-725).
The trap
For goods, a cause of action accrues when the breach occurs regardless of the aggrieved party's knowledge, and a breach of warranty occurs on tender of delivery unless the warranty explicitly extends to future performance (§ 70A-2-725), so a latent defect can be time-barred before it is found. A clause shortening the goods period below one year, or extending it, is outside what § 70A-2-725 permits. For a credit agreement as defined in § 25-5-4, the six-year period begins at the later of the debt arising, a written acknowledgment or promise to pay, or a payment (§ 78B-2-309). Section 70A-2-725 also revives a goods claim in one situation: where an action brought in time is terminated so as to leave another action available for the same breach, that action may be started within six months of the termination, unless the termination was a voluntary discontinuance or a dismissal for failure or neglect to prosecute. The section does not alter the law on tolling, and does not reach causes of action that accrued before December 31, 1965. Whether a non-goods contract may shorten the six-year period was not verified.
5 authorities
- statuteUtah Code § 78B-2-309enactment date not established
The words that state the rule
An action may be brought within six years: for the mesne profits of real property; subject to Subsection (2) , upon any contract, obligation, or liability founded upon an instrument in writing, except those mentioned in Section 78B-2-311
- statuteUtah Code § 70A-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.
- statuteUtah Code § 70A-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.
- statuteUtah Code § 78B-2-309enactment date not established
The words that state the rule
For a credit agreement, as defined in Section 25-5-4 , the six-year period described in Subsection (1) begins the later of the day on which: the debt arose; the debtor makes a written acknowledgment of the debt or a promise to pay the debt; or the debtor or a third party makes a payment on the debt.
- statuteUtah Code § 70A-2-725enactment date not established
The words that state the rule
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. 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 December 31, 1965.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.