2025 Session Last amended: 1993 session

§ 336.2-725 — Statute of Limitations in Contracts for Sale

Plain-Language Summary

Lawsuits for breach of a sales contract must be filed within four years of when the breach occurred. The parties can agree to shorten this to one year but cannot extend it. For most warranty claims, the clock starts when the goods are delivered.

336.2-725 STATUTE OF LIMITATIONS IN CONTRACTS FOR SALE.

(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 the time limited by subsection (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.

(4) This section does not alter the law on tolling of the statute of limitations, nor does it apply to causes of action which have accrued before this chapter becomes effective.

The limitations in this section do not apply to actions for the breach of any contract for sale of a grain storage structure or other goods that are incorporated into an improvement to real property, except equipment and machinery. These actions are subject only to the statute of limitations set forth in section 541.051.

This section does not apply to claims against sellers of goods for damages to property caused by the goods where the property that is damaged is not the goods and the sale is not a sale between parties who are each merchants in goods of the kind.

History:

1965 c 811 s 336.2-725; 1989 c 187 s 1; 1991 c 352 s 1; 1993 c 305 s 1

History: History: 1965 c 811 s 336.2-725; 1989 c 187 s 1; 1991 c 352 s 1; 1993 c 305 s 1

Practical Notes

This four-year deadline is strict. For warranty claims, the clock usually starts at delivery, not when you discover the defect – so a hidden defect discovered three years later may still be within the deadline but the window is closing. The exception is warranties that explicitly cover future performance, where the clock starts when you discover (or should have discovered) the breach.

Source: Minnesota Office of the Revisor of Statutes