Understanding the Statute of Limitations for Commercial Contract Disputes in Florida

If you’re a Florida business owner, you know contracts are at the center of nearly every transaction. From vendor agreements to commercial leases, contracts keep your business moving forward. But what happens when a contract dispute arises, and more importantly, how long do you have to take legal action?

That’s where the statute of limitations comes in. Understanding this time limit is critical because missing the statute of limitations can mean losing your right to sue, no matter how strong your case is.

What Is the Statute of Limitations in Florida?

The statute of limitations sets the maximum amount of time you have to file a lawsuit after a legal dispute arises. Think of it as a countdown clock. Once that time runs out, you usually cannot pursue your claim in court.

In Florida, the statute of limitations depends on the type of case. For commercial contract disputes, the deadlines differ based on whether the contract is written or oral.

How Long Do You Have to Sue for Breach of Contract in Florida?

• Written contracts: Florida law gives you five years from the date of the breach to file a lawsuit.
• Oral contracts: If the agreement wasn’t in writing, the time limit is shorter—four years.

This difference matters because in many business relationships, deals are sealed with a handshake or informal agreement. While these oral contracts can be enforceable, they are harder to prove and give you less time to bring a claim.

When Does the Statute of Limitations Clock Start Running?

Many business owners assume the statute of limitations begins when the contract was signed, but that’s not the case.

The clock usually starts when the breach occurs, for example:

• A vendor fails to deliver goods as promised.
• A client refuses to pay for services.
• A commercial tenant violates the terms of a lease.

This detail is important because sometimes breaches go unnoticed for months or even years. Waiting too long to address the issue could put your right to sue in jeopardy.

Exceptions and Extensions in Florida Contract Law

Like most legal rules, there are exceptions. Florida law allows certain circumstances to “toll” or pause the statute of limitations, such as:

• Fraud or Concealment: If one party hides the breach, the clock may be delayed until the fraud is discovered.
• Partial Payments: If the breaching party makes partial payments, it may reset the statute of limitations.
• Acknowledgment of the Debt: If the other party admits in writing that they owe money, the time limit may restart.

Because these situations are fact-specific, it’s best to have an attorney evaluate whether your case qualifies for an exception.

Why Acting Quickly Matters in Commercial Disputes

Even if you technically have several years to sue, waiting is rarely in your best interest. The longer you wait:

• Evidence becomes harder to track down.
• Witnesses’ memories fade.
• The opposing party may restructure, dissolve, or hide assets.

In business, timing is everything. Consulting with an attorney early can help preserve your rights and improve your chances of recovery.

How Businesses Can Protect Themselves Before a Dispute Arises

While you can’t prevent every breach, you can reduce risks by:

• Putting all agreements in writing.
• Keeping detailed records of payments, communications, and performance.
• Having an attorney draft or review your contracts before you sign.

Solid contracts not only protect your business, they also make enforcing your rights in court much more straightforward.

Talk to a Florida Business Litigation Attorney About Your Contract Dispute

At Ayala Law, we represent Florida businesses in contract disputes, commercial litigation, and complex transactions. We can review your case, calculate your timeline, and take the right legal steps to protect your interests.

If you believe a business partner, client, or vendor has breached a contract, or have questions about the statute of limitations, call us at 305-570-2208, email our founding attorney Eduardo A. Maura directly at eduardo@ayalalawpa.com, or schedule a case evaluation online here.

[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case.]