Glossary
Limitation period
The limitation periodThe limitation period is the time you have to start a claim. Under the Limitation Act 1980, an action on a simple contract is six years from when the cause of action accrued; an action on a deed is twelve years. The clock usually starts on breach, not on discovery. A standstill agreement can pause it if both sides sign.More in the glossary is the time you have to start a claim. Under the Limitation Act 1980, an action on a simple contract is six years from when the cause of action accrued; an action on a deedA deed is a formal written document that meets special signing rules, commonly used where one side gives nothing in return.More in the glossary is twelve years. The clock usually starts on breach, not on discovery. A standstill agreement can pause it if both sides sign.
Last updated 28 October 2026
Simple contracts — the ordinary signed services agreement — are Limitation Act 1980 s.5: six years. A deed is s.8: twelve years. Misrepresentation and most tort claims also run six years, with a later discovery period for some concealment. Missing the deadline is a complete defence. The court does not extend it because you were being polite.
We would rather you diary the breach than rely on memory. Lex does not stop a claim becoming time-barred; the statute does that. If talks are live near year six, sign a standstill that names the claim and the extra days. Do not take comfort from a long liability cap — the cap is about quantum, not time.
When does the clock start?
Usually on the date of breach — the missed delivery, the unpaid invoice, the defective assignmentAssignment is the transfer of rights under a contract to someone else, such as the right to be paid. In England and Wales a legal assignment of a debt must be in writing, absolute, and notified, under the Law of Property Act 1925 s.136. Duties do not pass by assignment; moving duties takes a novation.More in the glossary — not on the date you noticed. For a debt, that is the day payment was due. For a continuing duty, successive breaches can start successive clocks. Latent problems do not, by themselves, postpone s.5.
Can we shorten the limitation period?
Commercial parties often do: a clause that says no claim more than 12 months after the cause of action. That is effective between businesses if it is clear. It will be read against a consumer under the Consumer Rights Act 2015. Do not hide a one-year bar in a footnote.
Is a standstill agreement useful?
Yes, when you are close to the deadline and still talking. It must be in writing, name the parties and the claim, and say how long the clock is paused. A vague “we won’t take the point” email is how someone takes the point. Use a short standstill, then issue if talks fail.
Does a deed always give twelve years?
For an action on the specialty, yes: Limitation Act 1980 s.8. That is one reason parties use a deed for a personal guarantee or a release. It does not stretch a claim that is not on the deed. A side email is still a simple contract with a six-year clock.
A worked example
A studio’s invoice fell due on 1 March 2020 and was never paid. The services agreement was a simple contract, not a deed. The last day to issue a claim is 1 March 2026. In February 2026 the parties are still negotiating. They sign a 90-day standstill that names the invoice. If talks fail in April, the studio still has time. Without the standstill, a claim issued on 2 March 2026 would be dead.
How it shows up in a contract
Sample wording · our own drafting
No party may bring a claim under this agreement more than [6 years / 12 months] after the date the cause of action accrued. This clause does not apply to fraud or to a claim that cannot be limited by law. The parties may extend this period by a written standstill that names the claim.
In Plain English
You have a set time to start a claim, running from when the breach happened. We can pause that clock only in a signed standstill that names the claim. Fraud is outside this line.
Common mistakes
- Waiting to “see if they pay” until year seven on a simple contract.
- Assuming a deed gives twelve years for every related email claim.
- Relying on an informal “we won’t take the limitation point”.
- Hiding a one-year contractual bar where the other side expected the statutory six.
What the legislation says
An action on a simple contract cannot be brought after six years from when the cause of action accrued; an action on a specialty (such as a deed) has twelve years.
Source: Limitation Act 1980, ss.5 and 8Checked 7 October 2026Pending lawyer review
Sources
- Limitation Act 1980, ss.5 and 8Checked 7 October 2026Pending lawyer review
Frequently asked questions
What is the limitation period for a contract claim?
Six years for a simple contract, twelve for a deed: Limitation Act 1980 ss.5 and 8. The clock usually starts on breach.
When does the clock start?
On the date the cause of action accrued — typically the breach or the day the debt was due — not on the day you noticed.
Can we shorten the limitation period?
Yes, between commercial parties, if the clause is clear. Consumer contracts are a fairness analysis. Do not hide the bar.
Is a standstill agreement useful?
Yes, near the deadline while talks continue. It must be in writing and name the claim. A vague email is not enough.
Related
The legal wording governsLast reviewed 28 October 2026Pending lawyer review