The first question in a D.C. contract dispute is usually not what the contract says — it is which limitation period applies, because they differ sharply by the kind of contract. A simple contract, express or implied, runs 3 years under D.C. Code § 12–301(7). An instrument under seal runs 12 years under § 12–301(6). And a contract for the sale of goods is carved out of § 12–301 entirely — it runs 4 years under § 28:2–725.
Which limitation period applies?
The general D.C. limitation period does not reach every contract claim, because § 12–301(b) carves out actions for breach of contracts for sale governed by § 28:2–725 and actions brought by the District government.
| Type of claim | Period | Section |
|---|---|---|
| Simple contract, express or implied | 3 years | § 12–301(7) |
| Instrument under seal | 12 years | § 12–301(6) |
| Executor’s or administrator’s bond | 5 years | § 12–301(6) |
| Contract for the sale of goods | 4 years (parties may reduce, within limits) | § 28:2–725 |
| Recovery of personal property / unlawful detention | 3 years | § 12–301(2) |
| Not otherwise specially prescribed | 3 years | § 12–301(8) |
[(b)] This section does not apply to actions for breach or contracts for sale governed by § 28:2-725, nor to actions brought by the District of Columbia government.
D.C. Code § 12–301(b)
⭐ That carve-out matters more than it looks: a dispute characterised as a sale of goods leaves the general three-year rule and enters the UCC’s four-year rule.
What is the rule for sales of goods?
A claim for breach of a contract for the sale of goods must be commenced within four years of the breach, and the parties may shorten that period to no less than one year but may not extend it.
(1) 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. (2) 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. (3) Where an action commenced within t…
D.C. Code § 28:2–725 — Statute of limitations in contracts for sale
Note the parties may shorten the period by original agreement, within the statutory limits — a clause worth checking early in any goods dispute.
When does the contract have to be in writing?
D.C.’s statute of frauds provisions are in Title 28, Chapter 35. The one most often encountered in business disputes is the promise to answer for another’s debt:
An action may not be brought to charge an executor or administrator upon a special promise to answer damages out of his own estate, or to charge the defendant upon a special promise to answer for the debt, default, or miscarriage of another person, or to charge a person upon an agreement made upon consideration of marriage, or upon a contract or sale of real estate, of any interest in or concerning it, or upon an agreement that is not to be performed within one year from the making thereof, unless the agreement upon which the action is brought, or a memorandum or note thereof, is in writing, which need not state the consideration and signed by the party to be charged therewith or a person authorized by him. ( Aug. 30, 1964, 78 Stat. 676, Pub. L. 88-509, § 1 .)…
D.C. Code § 28–3502 — Special promise to answer for debt or default of another
What else usually travels with a contract claim?
Contract disputes rarely arrive alone. Where an owner or fiduciary is involved see breach of fiduciary duty; where a third party induced the breach see tortious interference; where the agreement contains an arbitration clause see arbitration and ADR; and where assets are moving see diverted funds.
Frequently asked questions
How long do we have to sue on a contract?
Three years for a simple contract under § 12–301(7), twelve years for an instrument under seal under § 12–301(6), and four years for a contract for the sale of goods under § 28:2–725. When the claim accrued is a fact question.
Does an oral contract count?
§ 12–301(7) covers a simple contract express or implied. Certain promises must be in writing under the statute of frauds provisions in Title 28, Chapter 35.
Can a contract shorten the deadline?
For contracts for sale, § 28:2–725 expressly allows the original agreement to reduce the period within statutory limits.
What is an instrument under seal?
A formality that, where it applies, carries a markedly longer period — twelve years under § 12–301(6) rather than three.
Who can sue on a contract they did not sign?
Generally only a party to it, which is why the identity of the contracting entity matters so much where a group of related companies is involved. The question is usually decided by the face of the agreement and the course of dealing rather than by who did the work.
Why is the limitation period the first question rather than the breach?
Because the answer changes with the type of agreement. A simple contract runs three years under D.C. Code § 12–301(7), an instrument under seal 12 years under § 12–301(6), and a contract for the sale of goods four years under § 28:2–725 — and § 12–301(b) expressly carves the sale-of-goods actions out.
Where is a D.C. contract claim filed?
In the Superior Court of the District of Columbia under D.C. Code § 11–921, absent a forum selection clause or an arbitration agreement directing it elsewhere.
How can the parties change the deadline by agreement?
Only in one direction, and only for goods. Under D.C. Code § 28:2–725(1) the parties may by the original agreement reduce the limitation period to not less than one year, but they may not extend it.
Who pays the legal fees in a contract dispute?
Whoever the contract says. The District has no general loser-pays rule, so a prevailing-party clause in the agreement is usually the only route to recovering fees — which makes it one of the more consequential clauses to negotiate and one of the most frequently overlooked.
Sources and legal authorities
- D.C. Code § 12–301 — Limitation of time for bringing actions
- D.C. Code § 28:2–725 — Statute of limitations in contracts for sale
- D.C. Code § 28–3502 — Special promise to answer for debt or default of another
General information about D.C. law, not legal advice. Which rule applies depends on the entity, the agreement and the facts.
Related: Business Litigation · Tortious Interference · Arbitration & ADR · Breach of Fiduciary Duty · Creditor / Debtor Disputes. Call (301) 901-3109 or use the contact page.