G.L. c. 260, §§ 1, 2; G.L. c. 231, § 6C; G.L. c. 259, § 1; Singarella v. City of Boston, 342 Mass. 385 (1961)
Breach of contract in Massachusetts — six years, twenty under seal
A claim in Massachusetts trial courts · Last verified August 26, 2026
Breach of contract is the most-filed civil claim in Massachusetts, and by a wide margin — because it is the theory behind nearly every consumer debt collection suit as well as every commercial dispute.
Two numbers do most of the work on this page. Six years to sue, from the breach. And 12 percent statutory interest, running from the breach rather than from the filing, which on an old contract claim can rival the principal.
What the claim is
Someone promised to do something in a deal — pay, deliver, build, perform — and did not, and it cost you money.
Where the right comes from
Common law. Massachusetts courts state the elements in the form set out in Singarella v. City of Boston, 342 Mass. 385 (1961).
What a plaintiff has to prove
- A valid, enforceable agreement — offer, acceptance, consideration, and terms definite enough to enforce;
- The plaintiff's own performance, or a legal excuse for not performing;
- The defendant's breach; and
- Damages caused by the breach.
The second element catches more plaintiffs than the others. A party who stopped performing first — even for a good reason that turns out not to be good enough — has a problem, because a material breach by one side excuses the other.
When a promise has to be in writing
Most contracts in Massachusetts do not have to be written. The exceptions are in G.L. c. 259, § 1, which requires a signed writing for:
- a promise by an executor or administrator to answer out of their own estate;
- a promise to answer for the debt, default or misdoings of another — a guaranty;
- an agreement made on consideration of marriage;
- a contract for the sale of land, or of any interest in land;
- an agreement that is not to be performed within one year of the making; and
- certain other promises the statute lists.
Separately, G.L. c. 106, § 2-201 requires a writing for a sale of goods of $500 or more, with exceptions for goods specially manufactured, admissions in pleadings or testimony, and goods received and accepted or payment made and accepted.
The one-year provision is narrower than it sounds. It applies where performance is impossible within a year by the contract's terms, not where performance merely turns out to take longer.
How long you have to file
Six years under G.L. c. 260, § 2, running from the breach — not from when you discovered it, and not from when the damage matured. The discovery rule applies to contract claims narrowly.
Twenty years under G.L. c. 260, § 1 for an action on a contract under seal. This is not an antiquarian curiosity. Promissory notes, mortgages and commercial guaranties are routinely executed under seal, and the words "witness my hand and seal" or a printed "(SEAL)" beside the signature can turn a six-year claim into a twenty-year one. Anyone told that a note from 2009 is too old should check the signature block before accepting it.
Three years under G.L. c. 260, § 2A where the contract action is one for personal injuries — the period follows the injury, not the label on the count.
Where you file
The department depends on the amount. The District Court and Boston Municipal Court have original jurisdiction over civil actions for money damages, and an action may proceed there where there is no reasonable likelihood that recovery will exceed the amount-in-controversy figure — raised from $25,000 to $50,000 by a Supreme Judicial Court standing order effective January 1, 2020, though the codified text of G.L. c. 218, § 19 still prints the older number. Claims above it belong in the Superior Court. Small claims handles disputes up to $7,000.
Where multiple damages are allowed by statute, § 19 provides that the amount of single damages claimed controls for this purpose.
What has to happen before you file
Nothing, generally. Read the contract first: notice-and-cure clauses, mandatory mediation or arbitration provisions, and contractual limitation periods are all enforceable, and a plaintiff who skips a contractual condition has given the other side a defence for free.
What the claim pays
Expectation damages — enough to put you where performance would have. The measure is the benefit of the bargain, not what you spent.
Consequential damages, where the loss was reasonably foreseeable to both parties when the contract was made.
Twelve percent interest, under G.L. c. 231, § 6C: at the contract rate if one is established, otherwise at 12 percent a year from the date of the breach or demand, and if that date is not established, from the date the action was commenced. Simple, not compounding. On a claim brought five years after the breach that interest is 60 percent of the principal, which is why the accrual date is worth litigating.
No attorney's fees, unless the contract provides for them or a statute does. Massachusetts follows the American rule strictly here. Where the other side's conduct was unfair or deceptive in a business context, the fee route is chapter 93A, not the contract claim.
Nominal damages where a breach is proved but no loss is — which is a win on paper and a loss in practice.
Who can be sued
The party who made the promise. A corporation, not its officers, unless they personally guaranteed the obligation or committed a tort of their own.
An assignee, where the contract was assigned — which is the whole basis of the debt-buyer collection suit, and where proving the chain of assignment is the plaintiff's problem.
Common defenses
- The statute of frauds, where the promise is one c. 259 § 1 or the UCC requires in writing.
- Failure of consideration, or no consideration at all.
- Prior material breach by the plaintiff, which excuses the defendant's performance.
- Waiver or modification by conduct — accepting late payments for a year makes it hard to declare a default on the next one.
- An unsatisfied condition precedent.
- Impossibility or frustration of purpose, which Massachusetts applies narrowly.
- Limitations — and here the sealed-instrument question comes first.
What people get wrong
Oral contracts are usually enforceable. The statute of frauds covers a short list. Most agreements outside it bind whether or not anyone wrote them down, and email exchanges regularly satisfy the writing requirement where one applies.
A seal does mean twenty years. It is the most consequential piece of boilerplate in Massachusetts contract practice, and it is easy to miss.
Fees are not automatic. Winning a breach of contract case in Massachusetts does not make the other side pay your lawyer. Look at the contract, and look at whether the facts also support a 93A claim.
Interest runs from the breach, not from filing. That is the reverse of the tort rule, and it favours a plaintiff who waited.
A breach without loss is worth nothing. Damages are an element, and courts will not award a windfall for a technical violation.
Where it came from
Massachusetts contract law is ordinary common law, and the interesting parts of this page are the two statutes bolted onto it.
The sealed-instrument rule is a survival from a time when a wax seal substituted for consideration and marked an obligation as unusually solemn. Most states abolished the distinction. Massachusetts kept it, reduced it to a printed word next to a signature line, and left the twenty-year period attached — so a formality nobody thinks about at closing decides whether a stale note is collectible.
The 12 percent interest rate is the other artefact. Set by statute rather than pegged to a market index, it has stayed at 12 percent through decades in which actual interest rates went nowhere near it. The Supreme Judicial Court has upheld the fixed rate against constitutional challenge, and the practical consequence is that delay in a Massachusetts contract case is expensive for the party who breached.
Common questions
How long do I have to sue for breach of contract in Massachusetts?
Six years from the breach. Twenty years if the contract was executed under seal.
What is a contract under seal?
A document signed with a seal or with words such as "under seal" or "witness my hand and seal." Notes, mortgages and guaranties often are. It extends the limitations period to twenty years.
Does the contract have to be in writing?
Usually not. A writing is required for a guaranty, a sale of land, an agreement that cannot be performed within a year, a sale of goods of $500 or more, and a few other categories.
Can I recover my attorney's fees?
Only if the contract says so or a statute provides for them. A breach alone does not shift fees.
How much interest do I get?
Twelve percent a year from the date of the breach or demand, unless the contract sets a rate.
Where do I file?
District Court or Boston Municipal Court where recovery is unlikely to exceed $50,000; Superior Court above that; small claims up to $7,000.