In Utah the statute of limitations for breach of contract is six years on a written contract and four years on an oral or implied one. Sales of goods carry their own four year period that runs from the breach whether or not you knew about it, and that one can be shortened by agreement to as little as a single year.
Last updated: October 2026
Key Takeaways
- Written contract: six years, under Section 78B-2-309.
- Oral or implied contract, or an open account: four years, under Section 78B-2-307.
- Sale of goods: four years from the breach itself, under Section 70A-2-725, regardless of discovery.
- The goods period can be contractually reduced to one year, but never extended.
- Collecting on a judgment: eight years, under Section 78B-2-311.
The deadlines at a glance
| Type of claim | Period | Statute | Clock starts |
|---|---|---|---|
| Breach of a written contract | 6 years | 78B-2-309 | At breach |
| Breach of an oral or implied contract | 4 years | 78B-2-307 | At breach |
| Open account | 4 years | 78B-2-307 | At breach |
| Sale of goods | 4 years | 70A-2-725 | At breach, known or not |
| Enforcing a judgment | 8 years | 78B-2-311 | At entry of judgment |
Written or oral: a two year difference
The gap between six years and four is the strongest practical argument for putting agreements in writing, ahead of the evidentiary argument that usually gets made.
A written contract for these purposes is generally one evidenced by a signed writing containing the essential terms. Partly written and partly oral arrangements sit in a grey area and are argued over, which is itself a reason to document the whole deal.
Some agreements are not merely harder to prove without a writing but void without one. Under Section 25-5-4, six categories are void unless in writing and signed by the party to be charged, including personal guarantees, agreements that cannot be performed within one year, and real estate broker compensation agreements. Land sales and leases longer than a year are covered by Section 25-5-3.
The goods rule, which is stricter than people expect
A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
Two consequences worth sitting with.
No discovery rule. A latent defect that surfaces in year five is generally out of time, even though nobody could reasonably have found it earlier. This differs from the intuition most people bring to deadlines.
Contractual shortening is enforceable. A supplier’s standard terms can lawfully cut your four years to one. It is a common clause, it is easy to miss, and it survives. When reviewing supplier paper, search for “one year” and for “limitation.” More at vendor and supplier contracts for Utah businesses.
Which clock applies to a mixed contract?
Many commercial agreements involve both goods and services: equipment supplied with installation, software with implementation, materials with labor. Utah, like most states, classifies these by predominant purpose. If the deal is mainly about the goods, Article 2 and its four year period apply. If it is mainly about the service, general contract law and the six or four year period apply.
Because the answer determines whether you have four years or six, it is worth deciding early rather than discovering it in year five.
When the clock starts
The period generally runs from the breach, not from when you noticed it, and not from when the relationship ended. A few practical patterns:
- Non-payment. The breach occurs when payment was due and not made, not when you gave up chasing it.
- Instalments. Each missed payment can start its own clock, which sometimes preserves recent instalments after earlier ones have expired.
- Ongoing obligations. A continuing failure may generate successive breaches rather than a single one.
- Anticipatory repudiation. Where a party announces in advance that it will not perform, the analysis shifts and is worth specific advice.
These distinctions decide real cases. If your claim is near a boundary, treat the earliest plausible date as the operative one rather than the most favorable.
What does and does not extend the deadline
| Circumstance | Effect on the deadline |
|---|---|
| You did not know about the breach | On a goods contract, none. Section 70A-2-725 is explicit. |
| Settlement talks are ongoing | None by itself. Negotiating does not stop the clock. |
| The other side promised to fix it | Not automatically. Do not rely on it. |
| You sent a demand letter | None. Only filing suit stops the running period. |
| The contract shortens the period | Enforceable on goods, down to one year. |
| The contract lengthens the period | Not permitted on goods. |
The second and fourth rows cause the most lost claims. A business in good faith negotiation for eight months has spent eight months of its limitation period, not paused it.
If the deadline is close
- Identify the earliest date the breach could have occurred. Work from the most conservative date, not the most convenient.
- Determine which statute applies. Written, oral, or goods. This is the whole question.
- Read the contract for a shortened period. Especially any supplier or vendor terms.
- Decide the forum. Small claims covers up to $20,000 through 2029 under Section 78A-8-102, rising to $25,000 in 2030. Filing fees are $60, $100, or $185. District court is $105, $215, or $375. The Utah courts small claims page covers procedure.
- Do not wait for a response to a demand. Send the demand, but calendar the deadline independently of it.
If a claim is filed in time, remember that interest may run at ten percent per year under Section 15-1-1(2) where the contract is silent, and that any attorney fee clause is reciprocal under Section 78B-5-826.
The wider process is at what to do first in a Utah breach of contract, and the drafting side at the contract review checklist.
Frequently Asked Questions
What is the statute of limitations for breach of contract in Utah?
Six years for a written contract under Section 78B-2-309, and four years for an oral or implied contract or an open account under Section 78B-2-307. Contracts for the sale of goods carry a separate four year period under Section 70A-2-725.
When does the clock start running?
Generally at the breach, not at discovery and not at the end of the relationship. On a goods contract, Section 70A-2-725 states expressly that the period runs regardless of the aggrieved party’s lack of knowledge.
Can a contract shorten the time I have to sue in Utah?
On a sale of goods, yes. The parties may reduce the four year period to as little as one year by original agreement, though they may never extend it. Look for this clause in supplier standard terms.
Do settlement negotiations pause the deadline?
Not by themselves. Negotiating in good faith consumes your limitation period rather than suspending it, which is why the deadline should be calendared independently of any discussions.
Does sending a demand letter stop the clock?
No. Only commencing an action stops the running period. A demand letter is worth sending, but it should not be treated as protecting the deadline.
How long do I have to collect on a Utah judgment?
Eight years from entry, under Section 78B-2-311.
What if my contract involves both goods and services?
The predominant purpose of the agreement determines which body of law applies, and therefore whether the four year goods period or the general six or four year period governs. Where the classification is genuinely close, treat the shorter period as the operative one.
Is an oral contract enforceable in Utah at all?
Often yes, subject to a four year deadline and to proof. But six categories under Section 25-5-4 are void without a signed writing, including personal guarantees and agreements that cannot be performed within a year.
If you are unsure which deadline applies to your situation, that is worth answering now rather than after it passes. It is usually a short conversation.
Contact Jeremy Eveland or call (801) 613-1472. Offices in West Jordan and Lindon, serving Salt Lake County and Utah County.
This article is general information, not legal advice. Limitations analysis is fact specific and a missed deadline is usually fatal to a claim, so do not rely on a general article for your own situation. Reading it does not create an attorney-client relationship. Statutes change, and the citations here reflect Utah law as of October 2026.