Amendment to Delaware Judicial Procedure Law Permits Parties to Extend Statute of Limitations for Breach of Contract Claims


Pursuant to an amendment to Section 8106 of the Delaware Courts and Judicial Procedure Law, effective as of August 1, parties to a contract may agree to extend the statute of limitations for up to 20 years for a breach of contract claim. The default rule under Delaware law provides that a general breach of contract claim is subject to a three-year statute of limitations. Prior to the amendment of Section 8106, parties to contracts could extend the statute of limitations for 20 years only by executing contracts under seal, which required parties to take specific ministerial actions in connection with the execution of the contract. Acquisition agreements often include extended survival periods beyond the default three-year statute of limitations (e.g., for breaches of “fundamental” representations and warranties and covenants), which may not have been enforceable under Delaware law prior to this amendment if not executed under seal. Under Section 8106, as amended, parties may now extend the statute of limitations without executing under seal so long as the contract involves at least $100,000 in value. Further, Section 8106 provides that the parties may agree to a statute of limitations of less than 20 years, which is not necessarily permitted if a contract is executed under seal.

Written by:

Published In:

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Katten Muchin Rosenman LLP | Attorney Advertising

Don't miss a thing! Build a custom news brief:

Read fresh new writing on compliance, cybersecurity, Dodd-Frank, whistleblowers, social media, hiring & firing, patent reform, the NLRB, Obamacare, the SEC…

…or whatever matters the most to you. Follow authors, firms, and topics on JD Supra.

Create your news brief now - it's free and easy »

All the intelligence you need, in one easy email:

Great! Your first step to building an email digest of JD Supra authors and topics. Log in with LinkedIn so we can start sending your digest...

Sign up for your custom alerts now, using LinkedIn ›

* With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name.