Delaware General Assembly

Signed 7/22/14

The General Assembly has ended, the current status is the final status.

5/29/14

Walker

Rep. M. Smith
Sen. Blevins, Henry, Townsend

Reps. Paradee, Potter

AN ACT TO AMEND TITLE 10 OF THE DELAWARE CODE RELATING TO CONTRACTUAL LIMITATION PERIODS.

Delaware common law currently permits contracting parties to effectively opt into a 20 year limitations period by entering into a contract under seal. Absent compliance with the requirements for a contract under seal, the statute of limitations for breach of contract claims is generally three years or, in the case of contracts governed by Article 2 of the Delaware UCC, four years. Subsection (c) gives clear statutory authorization to the parties’ freedom to contract beyond the three or four year statutory period without resorting to the use of a sealed instrument, as long as the contract involves at least $100,000 and is in writing. Examples of a "period" that may be specified in a written contract, agreement or undertaking would include, without limitation, (i) a specific period of time, (ii) a period of time defined by reference to the occurrence of some other event or action, another document or agreement or another statutory period and (iii) an indefinite period of time.

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