Breach of Contract in Michigan: How Long You Have to Sue

They didn't pay. You gave them time, then more time, then a few reminder emails. Now you're ready to do something about it, and the first question isn't whether you're right. It's whether you waited too long.

Every claim in Michigan comes with a deadline to file suit. Miss it, and a strong case can be thrown out no matter how clearly the other side broke the deal. For most contract claims, the window is longer than people expect. But it starts earlier than people expect too, and the contract you signed may have shortened it without you noticing. If you're sitting on an unpaid invoice or a broken agreement, our contracts practice can tell you where your clock stands.

The general rule: six years

Michigan's general limitations period for breach of contract is six years. It's in MCL 600.5807, which sets the time limits for contract claims. The six-year rule is the catch-all for a breach of contract claim that doesn't fall under one of the statute's more specific categories.

One detail trips up people who research this on their own. The statute was renumbered in 2018. The six-year rule used to sit in subsection (8) and now sits in subsection (9). Older court opinions and articles cite the old number. The rule itself didn't change.

Six years also applies whether the contract was written or spoken. Michigan doesn't give oral contracts a shorter deadline the way some states do. Whether an oral deal is enforceable in the first place is a separate question, and some kinds of agreements have to be in writing. Our post on whether a handshake deal is binding in Michigan covers that part.

The clock usually starts at the breach, not when you find out

This is where people lose claims they thought they had plenty of time on.

In Michigan, a breach of contract claim generally accrues on the date the breach happens. Not the date you discover it. Not the date you finally lose patience. Michigan courts have generally declined to apply a "discovery rule" to contract claims, so the clock can run even while you don't know anything is wrong.

A few examples of how that plays out:

• A missed payment. The clock usually starts when the payment was due and didn't come.
• Defective work. If a contractor's work didn't meet the contract when it was delivered, the breach is often tied to delivery, not the day the problem showed up.
• A broken promise to do something by a date. The breach typically happens when the deadline passes.

Months of back-and-forth, promises that the check is coming, and "let's work it out" conversations don't automatically pause the clock. Being patient is reasonable. Being patient for six years without acting is how claims disappear.

Ongoing contracts can have more than one clock

Contracts with payments or obligations that repeat, like monthly retainers, installment plans, leases, or service agreements, work a little differently.

Each missed installment is often treated as its own breach with its own six-year window. That can mean some missed payments are still recoverable while the oldest ones have aged out. If you've been owed money on a running account for years, the math on what's still collectible can get complicated quickly. Our guide on what to do when a client won't pay covers the practical side of collecting.

Selling goods? The deadline is shorter

If the contract is for the sale of goods, products rather than services, a different rule usually applies. Michigan's version of the Uniform Commercial Code sets a four-year limitations period for breach of a sales contract, in MCL 440.2725.

That catches businesses off guard because so many deals mix goods and services. A custom furniture order, a printing job, equipment with installation, wholesale product orders: whether the four-year or six-year period applies can depend on what the deal was mainly about. The UCC also lets the parties agree to shorten the four-year window in their contract, down to as little as one year.

Your contract may have already shortened it

Read the fine print in your own agreement before you count on six years.

Many contracts include a clause that limits how long either side has to bring a claim. Insurance policies, construction contracts, software terms and vendor agreements are common places to find them. Michigan courts generally enforce clear, unambiguous contractual limitations periods, even when they're much shorter than the statute, including periods as short as one year.

That means the real deadline on your claim may be whatever the contract says, not what the statute says. The clause can be buried in a section titled "Claims," "Disputes," "Limitation of Actions," or folded into an arbitration clause. Our posts on where you can actually sue under arbitration and venue clauses and limitation of liability clauses cover the related clauses that often sit right next to it.

Things that can change the timeline

Deadlines in contract cases aren't always as simple as counting six years from the breach. A few situations can change the analysis:

• A written acknowledgment of the debt. In some cases, a signed written acknowledgment or promise to pay can affect the limitations period. A verbal "I know I owe you" generally isn't enough.
• A different kind of claim. If the facts also support a fraud claim or another non-contract claim, those claims carry their own deadlines, which may be shorter or start differently.
• A specific statutory category. MCL 600.5807 has separate periods for certain obligations, and other statutes cover specific types of agreements.
• Who you're suing. Claims against government entities, for example, can come with notice requirements and much shorter deadlines.

Each of these turns on the specific facts and documents, which is why a quick read of the statute isn't a substitute for having someone look at the actual contract.

Common mistakes that cost people their claim

Waiting for the relationship to sort itself out. Business relationships are worth preserving, but a claim with a deadline isn't something to put off indefinitely.

Counting from the wrong date. People often count from when they found the problem or when they last talked to the other side. The law usually counts from the breach.

Assuming six years for everything. Product sales and contracts with their own limitations clause can run much shorter.

Not keeping the paper trail. Invoices, emails, the signed agreement, change orders and payment records are what prove both the breach and its date. Our post on how to sign a contract for your LLC is a reminder that who signed, and how, matters too.

Questions we hear often

Is it six years from when they stopped paying or from when I sent the last invoice? Usually from when the payment was due and wasn't made. Sending more invoices generally doesn't restart the clock.

Does the clock stop while we're negotiating? Not automatically. Settlement talks don't pause the limitations period unless both sides agree in writing to toll it, which is something to discuss with counsel before you rely on it.

What if I didn't know about the breach until years later? Michigan generally doesn't apply a discovery rule to contract claims, so the clock may have run anyway. Other claims that come out of the same facts may be treated differently, which is worth having someone review.

Can I still send a demand letter if the deadline has passed? You can send a letter, but the other side may simply raise the statute of limitations as a defense if you sue. Know where your deadline stands before you decide how to approach it.

When to call ELN

Call us as soon as a deal goes sideways, not when you've run out of patience. That includes an unpaid invoice that's been sitting for months, work that wasn't done the way the contract required, a partner or vendor who stopped performing, or a contract you suspect has a shortened claims clause. We'll review the agreement, identify which deadline actually applies, and lay out your options while they're still available.

Dealing with a broken contract? Schedule a consultation or visit our contracts practice.

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