MBE Rules · Contracts
UCC Statute of Limitations
UCC §2-725
The rule
A breach-of-sale action must be commenced within four years of accrual — generally tender of delivery regardless of the buyer's knowledge — and parties may shorten the period to one year but not extend it.
In plain English
Under the UCC, if a party wants to sue for a breach of a sales contract, they must file their lawsuit within four years from the time the breach occurs, which usually happens when the goods are delivered. The parties involved can agree to reduce this time frame to one year, but they cannot extend it beyond four years.
Worked example
A buyer receives a shipment of defective goods on January 1, 2020, and realizes the defect on January 10, 2020. The buyer waits until January 5, 2024, to file a lawsuit against the seller for breach of contract. The court dismisses the case because it was filed outside the four-year statute of limitations.
Memory hook
Four years to sue, one year to shorten, but never extend!
The trap
Exams may include scenarios where students mistakenly believe they can extend the statute of limitations through agreement, leading to incorrect conclusions.
How examiners test it
Questions often present fact patterns involving delivery dates and the timing of lawsuits, testing candidates' understanding of when the statute of limitations begins to run.
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