Statute of Limitations for Florida Business Claims: A Quick Reference

The statute of limitations for Florida business claims is not one number. It ranges from one year to twenty, and the period that applies turns on how the claim is characterized rather than on how the dispute feels. A signed contract gets five years. A handshake deal gets four. A demand for specific performance of that same contract gets one. Pick the wrong label and a viable claim becomes an uncollectible one.

This is a quick reference. Use the chart to find your deadline, then read the sections below on when the clock starts, which periods catch business owners off guard, and what actually pauses the running of time.

What Is the Statute of Limitations for Florida Business Claims?

Most commercial claims in Florida run four or five years. Section 95.11, Florida Statutes, sorts every civil action other than recovery of real property into buckets by length, from twenty years down to one. Anything the statute does not specifically address falls into a four-year catch-all.

The chart below covers the periods that come up most often in commercial disputes.

Quick Reference Chart: Florida Deadlines by Claim Type

When Does the Clock Start on a Florida Business Claim?

The clock starts when the cause of action accrues, and under section 95.031 a cause of action accrues “when the last element constituting the cause of action occurs.” For a contract claim, that is the breach, not the signing. Dating the period from the date of the agreement is one of the most common errors business owners make, and it usually costs them time they still had.

Two accrual rules deserve separate attention:

• Demand notes. For a note payable on demand, or payable after date with no specific maturity date, the last element is the first written demand for payment. That rule also governs claims against endorsers and guarantors secondarily liable on the note, even where they signed a separate writing. A breach of promissory note claim can therefore sit dormant for years and still be timely.
• Fraud. A fraud claim runs from the time the facts giving rise to it were discovered or should have been discovered with reasonable diligence, instead of from the date fixed elsewhere in the statute. That discovery rule reaches constructive fraud by its express terms. It is capped: no fraud action may be brought more than 12 years after the fraud was committed, no matter when it surfaced.

Which Florida Deadlines Catch Business Owners Off Guard?

Four periods routinely surprise people who assume every contract dispute gets five years.

Specific Performance Expires in One Year

An action for specific performance of a contract must be commenced within one year. That is four years shorter than the period for damages on the same written contract. A buyer who spends two years negotiating over a failed closing may still have a damages claim and no ability to compel the deal. If the remedy you want is the deal itself rather than money, specific performance is a decision to make early, alongside any request for an injunction.

Goods and Open Accounts Are Governed by Chapter 95, Not a UCC Deadline

Florida’s version of UCC Article 2 carries no separate limitations section. The remedies part of chapter 672 ends at section 672.724. Goods claims run under section 95.11(3)(j) instead, which expressly covers actions “for the sale and delivery of goods, wares, and merchandise, and on store accounts.” So an unpaid invoice gets four years if nothing was signed, and five years if it rests on a written instrument. That split drives how an open account claim and a breach of warranty claim should be pleaded, and it is the same distinction we covered in this post on contract limitations periods.

Negligence Is Now Two Years

Florida’s 2023 tort reform cut the negligence period from four years to two. The change applies to causes of action accruing after March 24, 2023, so older claims keep the longer period. We covered the mechanics in our post on the tort reform limitations change. A commercial dispute that also carries a negligence count now has a live deadline well before the contract count expires.

Professional Malpractice Runs From Discovery, but Only in Privity

Claims for professional malpractice other than medical malpractice get two years from the time the claim is discovered or should have been discovered. The statute limits that period to persons in privity with the professional, which matters whenever a lender, investor, or affiliate wants to sue an accountant or engineer it never retained. A party outside privity looks to other theories, such as negligent misrepresentation or breach of fiduciary duty, each with its own clock. Our post on the limitations period for breach of fiduciary duty works through how courts characterize those claims.

What Pauses a Florida Limitations Period?

Very little, and the list is closed. Section 95.051 sets out the only events that toll the running of time, and it then states that no other disability or reason tolls any limitations period except those specified there, in section 95.091, the Florida Probate Code, or the Florida Guardianship Law. Assuming a tolling argument exists because the delay seems excusable is not a strategy.

Two tolling grounds matter in commercial matters:

• Part payment. Payment of any part of the principal or interest on an obligation founded on a written instrument tolls the period. A debtor who sends a partial payment can restart a claim the creditor thought was stale.
• Arbitration. The pendency of an arbitral proceeding on a dispute that is the subject of the action tolls the period.

Separately, section 95.11(7) provides that laches bars an action unless it is commenced within the time provided for legal actions on the same subject matter, regardless of the defendant’s knowledge or prejudice. Equitable delay arguments carry their own consequences, as our post on how long is too long to wait to sue discusses in the trademark context.

What Should a Florida Business Do With This Chart?

Treat the shortest plausible period as the real deadline. A single set of facts usually supports several theories, and they do not expire together.

1. List every theory the facts support. A vendor dispute can produce contract, unjust enrichment, conversion, tortious interference, and FDUTPA counts.
2. Date each one from its own accrual event. Breach, discovery, delivery, and demand are different dates.
3. Calendar the earliest expiration, then work backward to a filing decision with time to spare. The analysis in our post on when to settle versus when to litigate assumes you still have the option to file.
4. Check the remedy, not just the claim. Rescission gets four years and specific performance gets one, on the same contract.
5. Move faster on construction and trade secret matters. Construction defect claims carry an outside repose period, and a trade secret claim runs three years from discovery under section 688.007, with continuing misappropriation treated as a single claim.

How Jimerson Birr Can Help

Limitations questions are rarely as simple as reading a number off a chart, because the characterization of the claim decides the number. Our business litigation attorneys evaluate which theories a set of facts supports, when each one accrued, and what has to be filed first. If you think a deadline may be approaching on a commercial dispute, contact us before it forecloses the options you still have.