How Long Do You Have to Sue Over a Commercial Real Estate Deal?

How Long to Sue Over a Commercial Real Estate Deal in Florida

Florida sets a fixed window to file suit, and that window usually opens at a specific event, not at closing. If you’re asking how long to sue over a commercial real estate deal in Florida, the answer turns on the type of claim and when the clock started. This guide maps the main periods so you can match your deal to the right rule and see how much time may be left.

The Short Answer: Most Florida Deadlines Are Measured in Years, But the Clock Has a Start Date

Time limits for filing a lawsuit, known as statutes of limitations, apply to many commercial real estate disputes. That statute sets how long a party has to file different kinds of civil actions. The periods vary by claim type, so naming your claim correctly comes first.

The clock generally starts when the claim accrues. Under Fla. Stat. § 95.031, a cause of action accrues when the last element of that claim occurs. In a deal, that moment is often a breach, a refusal to perform, or the discovery of fraud.

Ongoing talks usually don’t pause the clock. Section 95.031 applies except as provided in subsection (2), in s. 95.051, and elsewhere in these statutes, which list events that toll, or pause, the running of time. Ordinary negotiations are not on that list. Waiting for the other side to come around can use up time you need.

Deadlines by Type of Claim: Written Contracts, Oral Agreements, and Fraud

Florida treats written contracts, oral agreements, and fraud claims differently. Fla. Stat. § 95.11 sets the time limits for these actions. Match your paperwork to the right category first.

• Written contracts. Purchase and sale agreements, commercial leases, and written promises to cover another party’s debt fall here.
• Oral agreements. A handshake side deal or an unwritten amendment has its own period. Proving its terms is often harder, too.
• Fraud. Take a seller who hid a known defect. Under Fla. Stat. § 95.031, a cause of action accrues when the last element constituting the cause of action occurs, but for an action founded upon fraud, the period runs from the time the facts giving rise to the cause of action were discovered or should have been discovered with the exercise of due diligence, and in any event the action must be begun within 12 years after the date of the commission of the alleged fraud. In any event, the suit must be filed within 12 years after the fraud.

One set of facts can support more than one claim. Each claim may carry its own deadline. Florida’s Third District Court of Appeal has also recognized that a promise about the future can be fraud if the promisor never meant to keep it. See Frutafino v. Dole Chile. That matters when a seller promises repairs that never happen.

When the Clock Starts: Breach, Discovery, and Hidden Problems

For most contract claims, the clock starts when the breach happens. A missed payment, a failure to deliver clear title, or a landlord who refuses to perform are common examples. For fraud, the clock starts at discovery, so documents that surface years after closing can matter.

Hidden problems raise harder questions. Undisclosed contamination, unpermitted work, or a title defect forces one question. When did the buyer or tenant know, or when should they have known? Inspection reports, emails, and title searches often answer that. The date is frequently disputed.

If the fight is over who owns or possesses the property itself, a different rule applies. Under Fla. Stat. § 95.12, an action to recover real property generally can’t proceed unless the claimant, or a predecessor or grantor, held the property within seven years before filing.

Construction Claims: When the Four-Year Clock Starts

Construction claims over improvements to real property must generally be commenced within four years after the earliest of the date the authority having jurisdiction issues a temporary certificate of occupancy, a certificate of occupancy, or a certificate of completion, or the date of abandonment of construction if not completed; for a latent defect, the time runs from when the defect is discovered or should have been discovered with the exercise of due diligence, and seven years is the outer limit. The clock runs from the earliest of a temporary certificate of occupancy, a certificate of occupancy, a certificate of completion, or abandonment of the work.

For latent defects, the clock runs from discovery, or from when discovery should have happened with due diligence. Even then, the suit must be filed within seven years after the certificate or abandonment date. Counterclaims and third-party claims arising from the same dispute can be filed up to one year after the pleading they relate to is served.

Lien claims on commercial property follow their own timing rules. Pull the permit file, the certificate dates, and any recorded lien from county records early. Keep them with the contract file. Construction contract fraud claims follow the fraud timing above.

Can I Sue Someone After Three Years?

Three years may or may not be within time. There’s no single answer, because Florida’s periods differ by claim type and by start date. Three examples show why.

• A written lease dispute in year three. It may still sit inside the period for written contracts. The start date is the key fact.
• An unwritten side deal. Under Fla. Stat. § 95.11, a legal or equitable action on a contract, obligation, or liability not founded on a written instrument falls in its own category, so check which category applies. Proof of the terms matters too.
• Fraud discovered later. Under Fla. Stat. § 95.031, an action founded on fraud runs from the time the facts giving rise to the cause of action were discovered or should have been discovered with the exercise of due diligence, but in any event it must be begun within 12 years after the fraud was committed, regardless of when it was or should have been discovered.

Ask two questions. Which category fits the claim, and when did the clock start? That two-part check is the starting point.

Contract Notice Clauses and Other Deadlines That Can Come Sooner

Common examples include a written notice of default, a cure period, or a title objection due within a set number of days.

Those steps are separate from the statute: under s. 95.031, the time to begin an action runs from the time the cause of action accrues, except as provided in subsection (2), in s. 95.051, and elsewhere in these statutes. Under Fla. Stat. § 95.03, a contract term that sets a shorter period than the applicable statute is void. A short notice clause doesn’t become the legal deadline. It can still control what you must do first, so follow every notice date.

If your contract sends disputes to arbitration, the rules change. Under Fla. Stat. § 682.02, a written arbitration agreement is valid and enforceable, except on grounds that exist for revoking a contract. Under Fla. Stat. § 682.03, once arbitration is ordered, the court on just terms shall stay any judicial proceeding that involves a claim subject to the arbitration, and it may limit the stay to a claim that is severable. Fla. Stat. § 682.03 reads: “If a party makes a motion to the court to order arbitration, the court on just terms shall stay any judicial proceeding that involves a claim alleged to be subject to the arbitration until the court renders a final decision under this section.” Read the dispute clause closely.

What to Do While the Clock Is Running

Start with a dated list of what happened and when. Then gather the full deal file.

• Collect the purchase agreement, amendments, emails, closing statement, title commitment, survey, inspection reports, and any lien filings.
• Write down when and how you first noticed the problem, and who told you.
• Send written demands that describe the problem, and keep proof of delivery.
• Review any waiver, estoppel certificate, or new agreement before you sign it.

Acting as if a deal is fine after you learn of a problem can carry legal weight. Florida courts recognize ratification. As Flaherty v. Flaherty explains, ratification occurs when a party entitled to rescind a voidable contract fails to do so after discovering the facts that warrant rescission. According to Flaherty v. Flaherty, ratification occurs when a party entitled to rescind a voidable contract fails to do so after the discovery of facts that warrant a rescission.

Where you file matters, too. Under Fla. Stat. § 47.011, an action must be brought in the county where the defendant resides, where the cause of action accrued, or where the property in litigation is located. This section does not apply to actions against nonresidents. For a Hillsborough County property, that may shape where a suit is filed.

Talk to Ayala Law PA About Your Deal and Your Deadline

If a purchase or lease now looks wrong, a title problem surfaced after closing, or a contractor’s lien hit a property you own or manage, you don’t have to work out the deadline alone. Ayala Law PA focuses on business litigation, commercial litigation, contract disputes, shareholder disputes, construction litigation, real estate litigation, and international trade litigation in Florida courts and arbitration. The firm serves businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace, and the wider Tampa Bay area. Its office is at 1646 W Snow Ave in Tampa, Florida. Eduardo A. Maura is the responsible lawyer for this page.

Call (305) 570-2208 or send your details through the contact page to talk through the dates and documents in your deal.