Six years, three years, or two: which clock is running on the claim against you.

Six years runs on a breach of contract claim in New York, but only four on a contract for the sale of goods. Fraud gets six years from accrual or two from discovery, whichever is longer. Injury to property and non-medical malpractice get three. The clock that matters is the one attached to the claim pleaded against you.

Which limitations period applies to the claim against you?

The period is set by the nature of the claim, not the amount demanded. Contract claims get six years. A sale of goods gets four. Fraud gets six years from accrual or two from discovery, whichever is greater. Injury to property gets three. Malpractice other than medical, dental or podiatric gets three.

Law: CPLR 213(2); CPLR 213(8); CPLR 214(4); CPLR 214(6); CPLR 214-c(2); UCC 2-725.

Read the complaint with that table open. A complaint pleading breach of the 2016 distribution agreement, fraud in its inducement, and negligence by your firm runs three clocks at once, analyzed separately. The table is a starting point. It does not account for tolling, or for a clause shortening the time to sue, enforceable if reasonable.

When did the clock start on the breach of contract claim?

A breach of contract claim accrues on the date of the breach. Not when the plaintiff learned of it. Not when the loss was finally quantified. Six years later the claim is gone, unless the contract shortens the period or a tolling provision applies. That rule decides contract disputes before anyone reaches the merits.

Law: CPLR 213(2); UCC 2-725.

Cases: Ely-Cruikshank Co. v Bank of Montreal, 81 NY2d 399, 402 (1993); ACE Sec. Corp., Home Equity Loan Trust, Series 2006-SL2 v DB Structured Prods., Inc., 25 NY3d 581, 594 (2015).

Apply it, and classify the contract first. Say the 2016 distribution agreement is a sale of goods and the first nonconforming shipment left your dock in February 2017. The buyer inspected in 2021 and sued in 2024. Accrual was tender, February 2017, and UCC 2-725 gives four years, not six. The claim died in February 2021. One carve-out: a warranty explicitly extending to future performance runs from discovery.

Claims for money owed follow the same logic. The claim accrues when the party asserting it possesses the legal right to demand payment. It does not wait for an invoice. A plaintiff who sat on its billing for eight years has not restarted anything.

There is one narrow escape. Where the contract uses unmistakable language of condition, words like “if,” “unless” and “until,” tying the right to payment to an event such as a third-party audit, accrual can follow the condition. The Court of Appeals refused to defer accrual in Hahn because the insurer had no such language. So the question is textual: a real condition, not a billing mechanic. The reverse also holds. A promise made at the inception of a contract to enlarge the period is unenforceable.

Cases: Hahn Automotive Warehouse, Inc. v American Zurich Ins. Co., 18 NY3d 765, 771-772 (2012), quoting MHR Capital Partners LP v Presstek, Inc., 12 NY3d 640, 645 (2009); John J. Kassner & Co. v City of New York, 46 NY2d 544 (1979).

Expect the continuing wrong doctrine in the opposition. It applies to a series of separate wrongs, not one breach with lingering consequences. The First Department applied it to repeated unauthorized transfers, tolling until the last one. Ask whether independent breaches fall inside the window.

Case: Marcal Fin. SA v Middlegate Sec. Ltd., 2022 NY Slip Op 01421 (1st Dept 2022).

Why does the complaint plead fraud when the dispute is really about a contract?

Fraud requires a knowing misrepresentation or concealment of a then-existing material fact, intent to induce reliance, justifiable reliance, and resulting loss. Plaintiffs add a fraud count to a contract dispute for two reasons. It carries the possibility of a longer period under CPLR 213(8). It also sounds worse to a jury.

The statute is generous by design. The plaintiff gets the greater of six years from accrual or two years from discovery, actual or with reasonable diligence. The claim accrues when the fraud is complete, meaning the plaintiff has relied and lost money. So a 2015 misrepresentation inducing a 2015 investment can support a 2024 complaint if discovery came in 2023. It must still be pleaded with particularity.

Law: CPLR 213(8); CPLR 3016(b).

The attack has two fronts, pressed together.

• Duplication. Ask what the alleged lie was. If the only misrepresentation is that your company promised to perform the 2016 agreement and then did not, the fraud count restates the contract count. A broken promise is a breach, not a lie about an existing fact.
• Damages. Ask what the fraud count seeks. If it seeks the same money as the contract count, measured the same way, it is the contract claim wearing a different hat.

Both fronts aim at the same relief: a fraud count that adds nothing should not extend the plaintiff’s time. Dismissal is not automatic. A misrepresentation of present fact collateral to the promise, or concealment where a duty to disclose existed, supports a fraud count that survives.

A fraud label buys extra time only if the lie is about something other than the promise to perform.

How is the two-year discovery rule attacked?

You go first. On a limitations motion you must show, prima facie, that six years from accrual expired. Then the plaintiff who wants the two-year extension must establish that the fraud could not have been discovered earlier with reasonable diligence. The Second Department restated that sequence in 2024. The burden shifts. It does not start with the plaintiff.

Law: CPLR 213(8); CPLR 3211(a)(5).

Case: Weinberg Real Estate Affiliates, LLC v Weinberg, 2024 NY Slip Op 04799 (2d Dept 2024) (dismissal denied there on questions of fact about the plaintiffs’ knowledge).

Constructive discovery is the pressure point. Where the circumstances would suggest to a person of ordinary intelligence the probability of having been defrauded, a duty of inquiry arises. Omit the inquiry that would have developed the truth, and knowledge is imputed from the moment the duty arose.

Cases: Gutkin v Siegal, 85 AD3d 687, 688 (1st Dept 2011); CIFG Assur. N. Am., Inc. v Credit Suisse Sec. (USA) LLC, 2015 NY Slip Op 04558 (1st Dept 2015).

Apply it. The plaintiff took quarterly statements from 2016 forward disclosing the fee structure the complaint now calls concealed, and its own controller flagged the discrepancy by email in 2019. The duty of inquiry arose then. A 2024 complaint sits outside six years from accrual and two from constructive discovery.

Know the limit. Where it does not conclusively appear that the plaintiff had knowledge of facts from which the fraud could reasonably be inferred, the complaint should not be dismissed on motion. Possession of documents is not awareness of a fraud. The motion needs documents that fix the date, not an inference of incuriosity.

Case: Sargiss v Magarelli, 12 NY3d 527, 532 (2009).

What claims fall inside the three-year injury to property period?

Injury to property under CPLR 214(4) carries three years, and it captures commercial claims that read like contract disputes. Tortious interference with a contract is the common one. It does not accrue when the underlying contract was breached. It accrues when the plaintiff sustains damage, because damage is an element of the tort.

Law: CPLR 214(4). Case: Kronos, Inc. v AVX Corp., 81 NY2d 90, 94 (1993).

The consequence is a mismatch inside one complaint. A competitor sues you over the 2018 supplier arrangement, pleading contract and tortious interference. The contract count may have six years, or four on a sale of goods. The interference count has three, from injury.

Check one exception if the claim involves contamination. For property injury from the latent effects of exposure to a substance, the three years run from discovery of the injury or from when diligence should have revealed it, whichever is earlier. Note the word earlier.

Law: CPLR 214-c(2).

Is the claim against your firm a three-year malpractice claim?

CPLR 214(6) gives three years for malpractice other than medical, dental or podiatric, whether the theory pleaded is contract or tort. That last clause is the point. A client usually cannot recast a malpractice claim against an accountant, architect, engineer or attorney as a breach of the engagement letter to reach six years.

Two qualifications travel with the rule. Medical, dental and podiatric malpractice carry two years and six months under CPLR 214-a. And where the claim rests on an express, specific promise in the engagement agreement rather than the professional standard of care, six years can still apply.

Law: CPLR 214(6); CPLR 214-a.

The threshold question is whether you are a professional within the statute. The Court of Appeals held in Chase Scientific Research that insurance agents and brokers are not. The classification cuts both ways. A licensed professional gets three years as a shield. Everyone else may face six.

Case: Chase Scientific Research, Inc. v NIA Group, Inc., 96 NY2d 20 (2001).

New York also recognizes a continuous representation doctrine, which tolls the period while the same professional keeps working on the same specific matter under a mutual understanding that more work is needed. A continuing general relationship tolls nothing. Fix the date the December 2019 engagement letter’s work was delivered.

Can an out-of-state plaintiff use New York’s six years?

Not automatically. Under CPLR 202, a claim accruing outside New York must be timely under both New York’s period and the period of the place where it accrued. The shorter one controls. Only a claim accruing in favor of a New York resident escapes the borrowing statute and takes New York’s period outright.

Law: CPLR 202. Cases: Global Fin. Corp. v Triarc Corp., 93 NY2d 525, 528-529 (1999); Kat House Prods., LLC v Paul, Hastings, Janofsky & Walker, LLP, 2010 NY Slip Op 02489 (1st Dept 2010).

Where does it accrue? For a purely economic loss, the place of injury is usually where the plaintiff resides and sustains “the economic impact of the loss,” which for a business plaintiff generally means its principal place of business. Residence is measured at accrual, not filing.

Apply it. The plaintiff on the 2018 consulting agreement is headquartered outside New York, and its home state allows four years on contract claims. It filed here five years after the breach, arguing six under CPLR 213(2). The claim must be timely in both places. It is not. Therefore, dismissable.

A plaintiff who lives elsewhere carries that state’s clock into the New York courthouse.

Two cautions. A broad New York choice-of-law clause does not by itself defeat the borrowing statute, because limitations periods are treated as procedural. Read the clause closely. And confirm the foreign period against that state’s current statute and its own accrual and tolling rules.

Case: 2138747 Ontario, Inc. v Samsung C&T Corp., 31 NY3d 372 (2018), affg 144 AD3d 122 (1st Dept 2016).

What should you assemble before your first call with counsel?

The limitations defense is won on dates and documents, and it is available at the very start of the case. It is also not self-executing. Raise it in a pre-answer motion or in your answer, or you can lose it. So assemble the record that fixes accrual, count by count, before anyone drafts anything.

• The signed contract, dated, with every amendment and side letter; goods or services.
• The date of the first missed payment, the first nonconforming tender, or the first act called a breach.
• The last invoice, the payment terms, and the date payment first became due.
• The earliest email or letter in which the plaintiff complained about the same conduct, which often sets the duty of inquiry.
• The engagement letter or work order, the date the work was delivered, and the date the relationship ended.
• The plaintiff’s state of formation and principal place of business at accrual, for CPLR 202.
• Any earlier suit, arbitration or demand on the same facts, and any clause shortening the time to sue.

Then do three things. Chart each cause of action with its own statute and accrual date. Identify the counts dead on the face of the complaint, attackable before you answer. Preserve the defense for every count that survives.

Counts drop out on dates alone, before the expensive part of a commercial dispute begins. Prencipe International handles that analysis at the outset, count by count, because the calendar rarely improves.