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United States · New York limitation periods

What is the ordinary New York sale-of-goods contract period?

New York UCC 2-725 ordinarily gives four years from accrual. An original shorter agreement, explicit future-performance warranty or qualified refiling can alter the inquiry.

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Period
4-year ordinary branch
Trigger
Independently established UCC 2-725 accrual
Rule
New York UCC 2-725(1)–(4)
New York UCC 2-725(1)–(4)

Current official statutory text reviewed. A displayed Senate revision date is not an amendment effective date.

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Which event controls this New York UCC 2-725(1)–(4) inquiry?

Use a covered sale-of-goods contract with established accrual, no valid shorter original agreement, no toll and no refiling alteration. This calculator accepts events after November 3, 2020 and does not apply any toll.

Breach accrues regardless of the aggrieved party’s knowledge. Ordinary warranty breach occurs on tender of delivery rather than later awareness.

The future-performance exception requires an explicit warranty and discovery of breach that must await that performance. Those conditions must be established separately.

Subsection (3) supplies a qualified six-month same-breach refiling route. Subsection (4), not subsection (3), preserves the law on tolling.

New York UCC 2-725(1)–(4)

How is this selected component counted?

  1. Use a covered sale-of-goods contract with established accrual, no valid shorter original agreement, no toll and no refiling alteration. This calculator accepts events after November 3, 2020 and does not apply any toll.
  2. Count the selected calendar-month or calendar-year interval from the independently established event. General Construction Law 20 excludes the event day, sections 30 and 58 govern months and years, and section 25-a permits the next succeeding business day when an authorized statutory act ends on Saturday, Sunday or a public holiday.
  3. Check the final statutory holiday and weekend independently.
  4. Preserve the actual commencement record and complete required service. Filing and service are separate acts.

For an authorized statutory act, General Construction Law 25-a permits the next succeeding business day if the final day is Saturday, Sunday or a statutory public holiday. Section 24 defines those holidays. Sunday Independence Day in 2027 is observed on Monday July 5. Confirm other actual closures separately.

The calculators accept selected events after November 3, 2020. They do not apply the 2020 executive-order toll. Brash distinguishes a toll from a suspension. Historical events require separate review and receive no calculated or paid date here. Do not add 228 days to every historical event without testing its actual applicability.

General Construction Law 20

What does an independently derived example show?

Fictitious example

Use a covered sale-of-goods contract with established accrual, no valid shorter original agreement, no toll and no refiling alteration. This calculator accepts events after November 3, 2020 and does not apply any toll. Fictitious established facts. Use a covered sale-of-goods contract with established accrual, no valid shorter original agreement, no toll and no refiling alteration. This calculator accepts events after November 3, 2020 and does not apply any toll. The selected event is August 2, 2023. No applicable toll, shorter agreement, alternative branch or additional closure is assumed.

Example counting steps
StepWhat is countedDate
Established statutory eventIndependently established UCC 2-725 accrualAugust 2, 2023
Selected statutory component4-year ordinary branchAugust 2, 2027
Example resultAugust 2, 2027

Fictitious established facts. This example applies only to the stated component. The calculator does not determine accrual, reasonable discovery, qualifying treatment, a toll or whether a claim is timely.

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Which qualifications change this inquiry?

Original agreement
Subsection (1) permits reduction to not less than one year, but does not permit the parties to extend the period.
Qualified future performance
Subsection (2) requires both the explicit future-performance warranty and delayed-discovery condition.
Refiling and tolls
Subsections (3) and (4) address different matters. Voluntary discontinuance and failure or neglect to prosecute are excluded from the stated refiling route.
Historical executive-order toll
The calculators accept selected events after November 3, 2020. They do not apply the 2020 executive-order toll. Brash distinguishes a toll from a suspension. Historical events require separate review and receive no calculated or paid date here. Do not add 228 days to every historical event without testing its actual applicability.
New York UCC 2-725(1)–(4)
  • Preserve the applicable edition and establish the actual statutory facts independently.
  • This calculation supplies the disclosed component and does not select every alternative period or apply an unmodeled toll.

Which facts and completed acts should be preserved?

Questions about New York UCC 2-725(1)–(4)

What is the ordinary New York sale-of-goods contract period?

Does lack of knowledge delay ordinary accrual?

Subsection (2) says breach accrues regardless of that lack of knowledge.

New York UCC 2-725(2)

Does any warranty use discovery?

No. The explicit future-performance and required delayed-discovery conditions must both be satisfied.

New York UCC 2-725(2)

Is this the general six-year contract period?

No. CPLR 213(2) expressly excepts UCC Article 2.

CPLR 213

Official New York sources and review

Provisions used (12)
Provisions used in this guide
ProvisionPurpose
New York UCC 2-725(1)–(4)The particular statutory procedure and its conditions
CPLR 213The separately identified qualification or accrual provision
CPLR 203(a), (c)The separately identified qualification or accrual provision
CPLR 202The separately identified qualification or accrual provision
Brash v Richards, 195 AD3d 582 (2d Dept 2021)Historical tolling and the calculator’s scope boundary
General Construction Law 20Applicable event-day, calendar-interval or statutory final-day provision
General Construction Law 30Applicable event-day, calendar-interval or statutory final-day provision
General Construction Law 58Applicable event-day, calendar-interval or statutory final-day provision
General Construction Law 24Applicable event-day, calendar-interval or statutory final-day provision
General Construction Law 25-aApplicable event-day, calendar-interval or statutory final-day provision
CPLR 304Commencement by filing, separate from defendant service
22 NYCRR 202.5-b(d)(3)(i), (f)(1)Recorded transmission and required fee information in the applicable NYSCEF program; initiating filing does not itself serve a defendant
Read the official provision

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