How long does someone have to sue my business for breaking a contract in New York?

Six years, under CPLR 213(2). The harder question is usually when the clock started running. For breach of contract the period generally begins on the date of the breach itself, not the date someone noticed the problem or the date the business relationship finally collapsed. That accrual date is where most timing fights happen, because complaints are routinely filed years after the events they describe.

Can someone sue me for fraud over something that happened years ago?

Possibly, because fraud carries a longer and more flexible clock: six years from the fraud, or two years from when it was discovered or could with reasonable diligence have been discovered, whichever is later, under CPLR 213(8). That discovery rule can extend matters considerably. It is also why plaintiffs' lawyers reach for a fraud label when the underlying contract claim has already gone stale.

What are the deadlines for other kinds of business claims in New York?

The common periods are these: conversion, three years under CPLR 214(3); tortious interference with contract, three years; account stated, six years; and defamation, one year under CPLR 215(3). Breach of fiduciary duty is three years where only money damages are sought and six where equitable relief is sought or the claim is grounded in fraud. Each can shift with how the claim is pleaded and what relief is demanded.

If I just deny everything in my answer, do I keep the right to argue the claim is too old?

No. A missed deadline is not something the judge notices for you. It must be raised, either by motion or as an affirmative defense in the answer, under CPLR 3018(b) and 3211(e). A defendant who files a general denial and says nothing about timing can waive what may be the single best argument in the case — a defense thrown away by accident rather than lost on the merits.

Dead on arrival: the New York claims that expire before they are ever filed.

Q: The other side is calling it fraud, but it is really about a contract we signed. Does that help me?

It can, because courts look at the substance of what is alleged rather than the caption the lawyer typed. A plaintiff whose claim has expired will often re-label it: an old breach becomes a fresh fraud, a stale fiduciary claim becomes unjust enrichment. A claim that is really about a broken promise is governed by the contract period regardless of its name, and a fraud claim that merely restates the breach is dismissed as duplicative.

Q: Can I get an old claim thrown out before spending money on discovery?

Yes. A limitations defense is raised on a pre-answer motion to dismiss under CPLR 3211(a)(5), which is the cheapest way to remove a claim: no discovery, no depositions, no experts — a motion, an argument, and the claim is gone. Removing time-barred claims also cuts the damages theory and narrows discovery to the years that remain live, which shapes what the case ultimately settles for.

Every claim has a clock. When the clock runs out the claim dies, and it dies whether or not the underlying story is true. It is the most powerful defense in commercial litigation and the one clients never think to ask about.

A statute of limitations is a deadline for suing. It is not a technicality and it is not a loophole. The legislature decided that after a certain number of years a person should not have to defend conduct from the distant past, and the courts enforce that decision without apology.

Which matters enormously to you, because complaints are routinely filed years after the events they describe. A falling-out that started in 2019 gets sued on in 2026. Some of what is in that complaint is almost certainly expired.

The periods that come up most

These are the general rules for the claims that dominate business disputes. Every one of them can shift depending on how the claim is pleaded and what relief is sought.

Claim	General period
Breach of contract	Six years — CPLR 213(2)
Fraud	Six years from the fraud, or two years from when it was discovered or could with reasonable diligence have been discovered, whichever is later — CPLR 213(8)
Breach of fiduciary duty	Three years where only money damages are sought; six where equitable relief is sought or the claim is grounded in fraud
Conversion	Three years — CPLR 214(3)
Tortious interference with contract	Three years
Account stated	Six years
Defamation	One year — CPLR 215(3)

The real fight is when the clock started

Naming the period is the easy half. The contested half is accrual — the date the clock began to run. For breach of contract it is generally the date of the breach, not the date somebody noticed it or the date the relationship finally collapsed. For fraud the discovery rule can extend matters considerably, which is precisely why plaintiffs’ lawyers reach for fraud when the contract claim is stale.

Watch for a contract claim wearing a fraud label. That is usually a timing problem, dressed.

Which brings up the move you should expect. A plaintiff whose claim has expired will re-label it. An old breach becomes a fresh fraud; a stale fiduciary claim becomes unjust enrichment. Courts look at the substance of what is alleged, not the caption the lawyer typed. A claim that is really about a broken promise is governed by the contract period no matter what it is called, and a fraud claim that merely restates the breach is dismissed as duplicative.

How the defense is raised, and how it is lost

Limitations is raised on a pre-answer motion to dismiss under CPLR 3211(a)(5). That is the cheapest possible way to remove a claim: no discovery, no depositions, no experts — a motion, an argument, and the claim is gone.

It is also a defense you can throw away by accident. It is not something the judge notices for you. It has to be raised, either by motion or as an affirmative defense in the answer, and a defendant who files a general denial and says nothing about timing can waive the single best argument in the case.

CPLR 3018(b), 3211(e).

Why it changes the number, not just the claim count

Removing time-barred claims does more than tidy the caption. It cuts the damages theory, narrows discovery to the years that remain live, and tells the other side that the case they filed is not the case they will be trying. Most business disputes settle. What they settle for is set by what survives the motions.

The first question worth asking about any complaint is not whether it is true. It is whether it is timely.

Keep reading

The DocketWhy a bare denial is the most expensive document in your case.The DocketUnjust enrichment where a contract already governs.The Seller’s LibraryIn a merger, the buyer inherits your privileged emails

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Written by

Joe Prencipe

Managing Partner, Prencipe International

Before founding Prencipe International, Joe practiced at the top law firms in the world, including Freshfields Bruckhaus Deringer, Baker McKenzie, Morgan Lewis & Bockius, and served at the U.S. Securities and Exchange Commission. He has spent his career on high-stakes disputes and transactions for businesses that cannot afford to lose. When a New York business owner gets sued, he answers the same day and is on the docket within the week.

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