All You Need To Know About the Delaware Statute of Limitations for Breach of Contract

Breach of Contract All You Need To Know About the Delaware Statute of Limitations for Breach of Contract

Delaware Statute of Limitations for Breach of Contract Explained

A statute of limitations dictates how long a plaintiff has to file a breach of contract claim in court. In this article, DoNotPay presents all the information you might need regarding the Delaware statute of limitations for breach of contract claims.

If you are looking for a way to resolve issues without filing a lawsuit, DoNotPay has the solution—you can create a breach of contract demand letter using our convenient app.

What Constitutes a Breach of Contract in Delaware?

A breach of contract in Delaware occurs when one of the parties fails to comply with the terms of the agreement. If the non-breaching party decides to sue, they need to demonstrate the following elements of the breach:


Elements Explanation
Existence of a valid contract You—the plaintiff—must prove that the contract is valid and enforceable under Delaware law
Plaintiff’s performance Keep in mind that you need to demonstrate that you have completed your contractual obligations or have a valid reason for why you have not (e.g., the breach affected your performance)
Defendant’s failure to fulfill their contractual obligations You need to present evidence that the breaching party failed to complete their end of the deal
Losses the plaintiff suffered due to the breach Once you prove the breach occurred, you need to demonstrate the damage it has caused

Types of Breach of Contract in Delaware

Before filing a lawsuit, you need to determine which type of breach occurred to seek the proper remedies and collect applicable damages.

The most common types of breach of contract are:

  1. Minor breach of contract—A minor breach of contract happens when the breaching party does not carry out some of the terms of the agreement
  2. Material breach of contract—When the breaching party completely fails to carry out the terms of the agreement, they are in material breach
  3. Actual breach of contract—An actual breach happens when the breaching party does not fulfill their contractual obligations by the set due date
  4. Anticipatory breach of contract—In case of an anticipatory breach, the violation has not happened yet, but it is expected since the breaching party said or implied they would not complete their end of the agreement

What Is the Delaware Breach of Contract Statute of Limitations?

A statute of limitations is the time frame within which the injured party can sue for damages that resulted from the breach.

Delaware has a three-year statute of limitations for most cases that deal with personal injury, libel, and fraud. In case of a breach of contract in Delaware—regardless of whether it is an oral or written agreement—you have three years to file a lawsuit. If you don’t take legal action during that period, your claim will be dismissed.

Amendment to the Delaware Statute of Limitations

An amendment from 2014 brought some changes to the Delaware statute of limitations. Due to the amendment, the statute of limitations for breach of written contracts that involve at least $100,000 is now 20 years. For contracts involving less money, the statute of limitations remains three years.

There are other ways to modify the statute of limitations in acquisition agreements. Keep the following in mind when drafting your contract:

  • State a specific period—Using a statement such as “the seventh anniversary of the closing date” will extend the claim beyond three years
  • Use the word “indefinitely”—This will be interpreted as an intent to extend the claims period to the longest permitted time, which is 20 years
  • Add a parenthetical—Including a parenthetical like “as used in this Section, the statute of limitation does not mean the three-year statute of limitations is applicable to a claim for breach of contract” will extend the claims period beyond three years

Exceptions to the Delaware Breach of Contract Statute of Limitations

The statute of limitations can be delayed in certain instances:

  • The discovery rule—The non-breaching party was not aware that a breach of contract occurred. The statute of limitations begins to run once the injured party finds out
  • Tolling the Delaware statute of limitations—The statute of limitations can be delayed for some time if the plaintiff is unable to start the case, e.g., being a minor or mentally incapacitated. Once the plaintiff comes of age or regains mental capacity, the statute of limitations starts

What To Do in Case of a Breach of Contract

Many contracts have clauses about what to do should a breach of contract occur. If your agreement is not one of them, you can consider some of the following options:

  • Communicating with the breaching party to settle the matter out of court
  • Sending a demand letter
  • Filing a claim in small claims court

If you decide to take the matter to court, you should be prepared for the defendant’s affirmative defenses to breach of contract—reasons for not carrying out the terms of the agreement.

Why Send a Demand Letter Before Filing a Lawsuit

In some states, it is required that the injured party informs the defendant about the breach. Even if your state’s laws don’t mandate it, you should consider drafting a demand letter as it can save you the time and money you would otherwise spend on complex litigation. It can also serve as evidence if you end up taking the matter to court.

If you decide to try and settle the dispute without filing a lawsuit, you can create a demand letter by:

  1. Hiring a lawyer—Paying a lawyer to draft your demand letter is a reliable option, but keep in mind that this service can cost you up to $1,200
  2. Relying on online templates—While accessible and often free, this option is unreliable as demand letter templates are too generic and will not cover the specifics of your case
  3. Signing up for DoNotPay—Our app is affordable and easy to use. We can create a demand letter that applies to your specific situation and complies with your state’s laws

DoNotPay Can Draft Your Demand Letter in Minutes

You do not have to hire expensive lawyers or use the services of collection agencies when you can rely on DoNotPay to draw up a fully personalized demand letter in a few simple steps. DoNotPay will make sure that your demand letter complies with the relevant laws and contains all the elements of the breach.

Register for DoNotPay and follow these steps to write your demand letter now:

  1. Open the Client Breach of Contract product
  2. Complete a questionnaire that we will use to tailor the letter to your case
  3. Choose the final due date by which the party has to make a payment
  4. Add any photographic evidence you might have

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The world’s first robot lawyer can help you deal with the following:

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