When a professional adviser’s work causes a business loss, the claim is usually pleaded in both contract and negligence — and the two can carry different limitation periods. A claim on the retainer is a simple contract under D.C. Code § 12–301(7), three years. A negligence claim not otherwise specially prescribed falls under § 12–301(8), also three years. When each period began is the fact question that decides most of these cases.
Which period applies?
| Route | Period | Section |
|---|---|---|
| Claim on the retainer (contract) | 3 years | § 12–301(7) |
| Negligence, not otherwise specially prescribed | 3 years | § 12–301(8) |
| Instrument under seal | 12 years | § 12–301(6) |
| Injury to personal property | 3 years | § 12–301(3) |
How do the deadlines differ across D.C., Maryland and Virginia?
The three jurisdictions in this region do not use the same clock, and the gap is widest on written agreements. Maryland applies a single three-year rule to civil actions at law unless another provision says otherwise. Virginia separates written from unwritten contracts and gives signed writings five years. The District sets three years for a simple contract and three for claims not otherwise specially prescribed.
| Basis of claim | District of Columbia | Maryland | Virginia |
|---|---|---|---|
| Written contract signed by the party charged | 3 years — § 12–301(7) | 3 years — CJP § 5–101 | 5 years — § 8.01-246(2) |
| Unwritten or unsigned contract | 3 years — § 12–301(7) | 3 years — CJP § 5–101 | 3 years — § 8.01-246(4) |
| Not otherwise specially prescribed | 3 years — § 12–301(8) | 3 years — CJP § 5–101 | governed by the specific provision |
| Injury to property | 3 years — § 12–301(3) | 3 years — CJP § 5–101 | 5 years — § 8.01-243(B) |
| Damages resulting from fraud | 3 years — § 12–301(8) | 3 years — CJP § 5–101 | 2 years — § 8.01-243(A) |
The practical consequence is that the same set of facts can be in time in one jurisdiction and out of time in another. Where a professional relationship crosses the state line — an adviser in Virginia serving a company in the District, or a Maryland engagement performed for a D.C. entity — the choice of forum and the governing law are worth settling early rather than after a deadline has passed.
What can stop the clock from running?
Two provisions of the D.C. Code suspend a limitation period rather than shorten it, and both turn on facts about the parties rather than the merits. Neither is a substitute for filing in time, and neither applies simply because a problem was discovered late.
- Disability of the plaintiff — § 12–302. Where a person entitled to bring the action is, when the right accrues, under 18, non compos mentis, or imprisoned, the action may be brought within the time limited after the disability is removed.
- Absence or concealment of the defendant — § 12–303. Where a D.C. resident is out of the District, has absconded or has concealed himself when the cause of action accrues, the period does not begin to run until he comes into the District. Where he absconds or conceals himself afterwards, that time is not counted as part of the period.
Accrual itself — the date the period starts — is a separate question from tolling, and it is the point on which these claims most often turn. It is a fact question, and the safe assumption is that it is contested.
What else may be in play?
Where the adviser owed fiduciary duties as a member, manager, director or officer of the business, the statutory standards apply and are addressed at breach of fiduciary duty. Where confidential information was mishandled, see confidentiality disputes. Where money has been moved, see creditor and debtor disputes.
What this page does not do
This page sets out the D.C. statutory framework that surrounds the claim — principally the applicable limitation periods and the related statutory causes of action. The elements of the claim itself are developed in decided cases rather than in the D.C. Code, and this page does not attempt to state them. Nothing here is a prediction of how a court would decide any particular set of facts.
Frequently asked questions
How long do we have?
Generally three years, whether the claim is framed on the retainer under § 12–301(7) or as negligence under § 12–301(8). When the period began is the contested question.
Can we claim in contract and negligence together?
They are distinct routes with distinct requirements. Which is stronger depends on the retainer and the loss.
Does it matter that the adviser was also an officer?
It can. Officers are subject to statutory standards of conduct under § 29–306.42, which is a different analysis from professional negligence.
What if we only discovered the problem years later?
Accrual is a fact question. Do not assume the period runs from the date of the advice, and do not assume it runs from discovery either — take advice on the specific facts.
Our adviser is in Virginia. Does that change the deadline?
It can, and on a signed written agreement the difference is substantial — five years in Virginia under § 8.01-246(2) against three in the District and in Maryland. Which jurisdiction’s law governs is a separate question from where the adviser sits, and it is worth resolving before a deadline is relied on.
Does the clock stop while the adviser is out of the District?
Section 12–303 addresses that situation for a D.C. resident who is out of the District, has absconded or has concealed himself. It is a narrow provision keyed to the defendant’s presence, not a general extension for a claim that was discovered late.
Sources and legal authorities
- D.C. Code § 12–301 — Limitation of actions
- D.C. Code § 29–804.09 — Standards of conduct
- D.C. Code § 29–306.42 — Standards of conduct for officers
- D.C. Code § 12–302 — Disability of plaintiff
- D.C. Code § 12–303 — Absence or concealment of defendant
- Md. Code, Courts & Judicial Proceedings § 5–101 — Three-year limitation
- Va. Code § 8.01-246 — Personal actions based on contracts
- Va. Code § 8.01-243 — Personal action for injury to person or property
General information about D.C. law, not legal advice. Which rule applies depends on the entity, the agreement and the facts.
Related: Breach of Fiduciary Duty · Contract Disputes · Confidentiality Disputes · Business Litigation. Call (301) 901-3109 or use the contact page.