Michigan Business Dispute Statute of Limitations: The 6-Year Contract Clock (and the Exceptions That Quietly Shorten It)

TL;DR: Michigan gives you 6 years to sue on most written contract claims under MCL 600.5807(9). UCC sales-of-goods claims are shorter at 4 years under MCL 440.2725, and the parties can contractually compress that down to as little as 1 year. The clock starts when the breach happens, not when you discover it — but MCL 600.5855 lets you toll for fraudulent concealment, and shareholder oppression claims have their own quirks. Miss the right window and the case is dead before settlement value can even be argued.

Under MCL 600.5807(9), an action to recover damages for breach of contract — or to recover money due under a contract — must be commenced within six years after the cause of action accrues. The cause of action accrues on the date of the breach, not the date the contract was signed and not the date you discovered the breach.

In a typical Michigan business dispute — an unpaid invoice, a violated non-compete, a partner cashing out vendor relationships into a side shop — the clock runs from the moment the violation happens. Six years is generous compared to many states (PA is 4, OH is 8 for written but 6 for promissory notes, IL is 10), but it’s also long enough that businesses routinely sit on disputes well past the point of effective settlement.

The 6-year period applies to most written contracts: services agreements, employment agreements, real estate contracts, lease agreements, supply contracts, distributor agreements, and promissory notes.

If your dispute involves the sale of goods — products, inventory, equipment, materials — Michigan’s Uniform Commercial Code at MCL 440.2725 imposes a 4-year limitations period instead of 6.

Important details about the UCC clock:

• The cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge. This is harsher than the common-law contract rule because there’s no automatic discovery-rule extension.
• A breach of warranty accrues when tender of delivery is made — unless the warranty explicitly extends to future performance (then accrual waits for discovery).
• Parties can shorten the period to not less than 1 year by written agreement. Many sophisticated commercial contracts do this. Read the dispute-resolution clause of any sales contract you sign in Michigan; a hidden 1-year clause is enforceable.

The 4-year vs 6-year distinction matters more than most business owners realize. A "services contract" that includes the delivery of products — say, a managed-IT engagement that involves selling hardware — can be classified either way, and the answer depends on the predominant purpose of the contract. Litigation over which category applies is itself a routine Michigan business law issue.

Michigan, unlike some states, does not generously apply a discovery rule to contract cases. The default is hard: the limitations period runs from the date of the breach. Practical consequences:

• A late-discovered unpaid invoice from 2019? If today is past 2025, you’re likely out of time even though you didn’t know about it.
• A vendor who has been quietly overbilling you for years? The 6-year clock applies to each overbilling separately; the earliest charges fall off the back end as the suit gets older.
• A former employee who misappropriated trade secrets when they left? The misappropriation claim and the related breach-of-contract claim both start at the bad act, not at discovery.

There are real exceptions — they’re just narrower than out-of-state lawyers assume.

When the defendant fraudulently concealed the existence of the claim or the identity of the person liable, MCL 600.5855 allows the action to be commenced within 2 years after the plaintiff discovers (or should have discovered) the existence of the claim — even if the regular 6-year (or 4-year) window has already closed.

Michigan courts apply this strictly. To plead fraudulent concealment, you must allege:

1. Affirmative acts by the defendant to conceal the claim — silence alone is not enough.
2. Those acts were "calculated to prevent inquiry" or actually misled the plaintiff.
3. The plaintiff exercised reasonable diligence to discover the facts.

In commercial settings, fraudulent concealment shows up in cases of falsified accounting, cooked books, kickback schemes, and intentional misrepresentation of contract performance. It does not save a case where the plaintiff simply forgot or got busy.

A single bad-faith breach can support both a contract claim (6 years) and a tort claim like fraudulent misrepresentation (6 years from accrual under MCL 600.5813, or 6 years from discovery for fraud under MCL 600.5827). Statutory claims like the Michigan Uniform Trade Secrets Act have separate 3-year limitations from discovery. Don’t assume the longest applicable period is the one that protects you — pleading deadlines for ancillary claims often run on shorter clocks.

Disputes with the State of Michigan or its agencies go to the Court of Claims under MCL 600.6431, which requires notice of intent to file a claim within 1 year, often coupled with verification requirements. Failing to file the notice — separate from filing the actual lawsuit — can wipe out an otherwise valid contract claim against a public body.

Michigan’s shareholder oppression statute (MCL 450.1489) and the parallel LLC provision have a 3-year limitations period that runs from when the oppressive conduct occurred, with some discovery-based tolling. Recent Michigan Supreme Court guidance has tightened how courts measure accrual in these cases — don’t default to the 6-year contract period if your dispute is fundamentally about minority-owner mistreatment.

Sophisticated sellers, employers, and lenders routinely contract for shorter limitations periods than the statute provides. Michigan courts enforce these reductions as long as the period is not "manifestly unreasonable" — and under the UCC the floor is 1 year. Common places to look:

• Master services agreements (often 1- or 2-year limitations clauses for any claim arising from the relationship).
• Asset purchase agreements (post-closing indemnification windows that double as private statutes of limitations).
• Franchise agreements (frequently include 1-year claim periods that survive termination).
• Insurance policies (suit limitation clauses, typically 1–2 years).
• Distribution and dealer agreements (frequently include UCC-floor 1-year clauses).

If your Michigan business dispute involves a written contract, the first thing your lawyer should do is read the dispute-resolution and survival clauses. The statutory deadline is the ceiling; the contractual deadline is the actual floor.

1. Find every version of the contract — including amendments and side letters. Hidden shortening clauses live in side documents.
2. Mark the date of breach on a calendar. Add 6 years (or 4 for UCC). That is your statutory ceiling.
3. Note any communications that might constitute fraudulent concealment. Preserve emails, recorded calls, and metadata. MCL 600.5855 can save a case but only if the proof is intact.
4. If a government body or state agency is involved, treat the 1-year MCL 600.6431 notice as your real deadline. Notice deadlines kill more government-contract claims than statutes of limitations do.
5. Get a free consultation with a Michigan business litigator. Most do not charge for the initial conversation, and the timing-clock analysis happens in the first 15 minutes.

Need a Michigan business dispute attorney? DearLegal connects you with experienced commercial litigators in your area in under a minute.

Oral contracts in Michigan still get the 6-year limitations period for general contract claims. The harder problem is proving the contract existed at all and proving the terms. Witnesses, emails, course-of-dealing evidence, and partial performance all matter. The statute-of-frauds requirements (MCL 566.132) may also bar oral contracts of certain types — most notably anything that cannot be performed within one year, contracts for the sale of goods over $1,000, and contracts for the sale of real estate.

In Michigan, a clear acknowledgment of the debt in writing — or a partial payment with intent to revive — can restart the limitations period. The intent question is fact-heavy; a small payment with a "paid under protest" notation usually does not revive the clock.

Michigan judgments are enforceable for 10 years and can be renewed before expiration. That is a separate clock from the original limitations period that produced the judgment, and renewals require a formal motion.

MCL 600.5853 tolls the limitations period while a defendant is absent from the state if their absence prevents effective service. The application is technical — being "out of state" doesn’t automatically toll if the defendant can be served via long-arm statutes. Get a litigator’s read on this before relying on it.

Michigan’s 6 years is roughly in line with Indiana (10 written / 6 oral) and Ohio (8 written / 6 oral), and longer than Pennsylvania’s 4-year clock. State-line shopping for limitations periods is a legitimate consideration when negotiating choice-of-law clauses in multi-state agreements.

Six years sounds like plenty. In practice, most Michigan business cases that don’t settle in the first 18 months end up filed because the statute is closing. Pre-suit negotiation, demand letters, and mediation all work better when there’s real time to walk away. The lawyers who win Michigan commercial cases for a living will tell you the same thing: file early, or don’t bother filing at all.

Find a Michigan business litigator before your clock runs out. Start your case in under a minute.

DearLegal is not a law firm and does not provide legal advice. This article is for informational purposes only. Consult a licensed attorney in your state for advice on your specific situation.