Breach of warranty on goods in Massachusetts — four years, running from delivery

This is the claim for goods that did not work, where the loss is money rather than injury. A person hurt by a defective product brings the products liability claim, which in Massachusetts is also a warranty claim but runs on a three-year personal-injury clock.

This page is about the other case, and the difference that matters most is the deadline. Four years, running from tender of delivery — "regardless of the aggrieved party's lack of knowledge of the breach." There is no discovery rule. A latent defect that surfaces in year five is time-barred.

What the claim is

You bought goods that were defective, did not do what they were promised to do, or did not match the description — and it cost you money.

Where the right comes from

Article 2 of the Uniform Commercial Code, at G.L. c. 106.

The three warranties

Express warranty — § 2-313. Created by any affirmation of fact or promise about the goods that becomes part of the basis of the bargain, by a description of the goods, or by a sample or model. No formal words are needed and the seller need not intend to warrant anything. A statement of value or the seller's opinion is not a warranty.

Implied warranty of merchantability — § 2-314. Implied in every sale by a merchant who deals in goods of that kind. The goods must be fit for the ordinary purposes for which such goods are used, pass without objection in the trade, be adequately contained and labelled, and conform to the promises on the container.

Implied warranty of fitness for a particular purpose — § 2-315. Where the seller has reason to know the buyer's particular purpose and that the buyer is relying on the seller's skill or judgment to select suitable goods.

The middle one does the work in most cases. The third matters where the buyer explained what they needed and the seller recommended something.

What a plaintiff has to prove

1. A sale of goods — Article 2 governs goods, not services or real property, and a mixed contract is classified by its predominant purpose;
2. A warranty, express or implied;
3. Breach — the goods did not conform;
4. Notice to the seller within a reasonable time (see below);
5. Causation and damages.

The four-year clock — and why it is different

Section 2-725 is short and every clause of it matters.

Four years. "An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued."

The parties can shorten it, and cannot lengthen it. "By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it." A one-year limitations clause in a purchase order is enforceable.

Accrual is delivery, not discovery. "A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made."

The one exception. "Except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance, the cause of action accrues when the breach is or should have been discovered."

That exception is narrow. A warranty must explicitly promise future performance — "will remain free from defects for five years" — not merely last for a period. Courts read it strictly, and most warranties do not qualify.

A saving provision. Section 2-725(3) gives six months to refile where a timely action was terminated in a way that leaves another remedy available — unless the termination was a voluntary discontinuance or a dismissal for failure to prosecute.

Notice of breach

Article 2 requires a buyer who has accepted goods to notify the seller of the breach within a reasonable time after discovering it, or be barred from any remedy.

In a personal injury case the rule is softer. Section 2-318 provides that "failure to give notice shall not bar recovery under this section unless the defendant proves that he was prejudiced thereby." That prejudice requirement applies to the § 2-318 route, not to an ordinary commercial claim between merchants, where the notice requirement is enforced.

Privity — abolished

Section 2-318: "Lack of privity between plaintiff and defendant shall be no defense in any action brought against the manufacturer, seller, lessor or supplier of goods to recover damages for breach of warranty, express or implied, or for negligence," where the plaintiff was someone the defendant "might reasonably have expected to use, consume or be affected by the goods."

And it cannot be disclaimed. "The manufacturer, seller, lessor or supplier may not exclude or limit the operation of this section."

Disclaimers — what works and what does not

Section 2-316 permits disclaimers, with conditions. To exclude the implied warranty of merchantability the language must mention merchantability and, if written, be conspicuous. To exclude fitness for a particular purpose the exclusion must be in writing and conspicuous. Expressions like "as is" or "with all faults" exclude implied warranties where the circumstances make the meaning plain.

Three limits matter.

A disclaimer cannot contradict an express warranty that was part of the bargain.

It cannot defeat § 2-318, which by its own terms may not be excluded or limited — so a disclaimer does not reach a personal injury claim.

In a consumer sale it may be an unfair or deceptive act. Massachusetts consumer regulations restrict warranty disclaimers in consumer transactions, and a chapter 93A claim can follow.

What the claim pays

The difference in value — between the goods as warranted and the goods as accepted, at the time and place of acceptance.

Incidental and consequential damages, where foreseeable — the cost of cover, inspection, transport, lost profits.

Revocation of acceptance or rejection, where the non-conformity substantially impairs value and the conditions of Article 2 are met, returning the price.

Twelve percent interest under G.L. c. 231, § 6C.

No attorney's fees under Article 2. Chapter 93A supplies them, along with the multiplier, where the sale was in trade or commerce.

Limitation-of-remedy clauses are enforceable under § 2-719 — but a limited remedy that fails of its essential purpose falls away, and a limitation of consequential damages for personal injury in a consumer goods sale is prima facie unconscionable.

How this differs from the products liability page

Both are warranty claims. The clock and the disclaimer rules are what separate them, and a lawyer who files a five-year-old economic loss case on the strength of the three-year injury period has missed it by a year.

Which court

District Court or the Boston Municipal Court within the $50,000 threshold; Superior Court above it; small claims below $7,000.

Common defenses

• Limitations — four years from delivery, which is the most common winning defence.
• A contractual one-year limitation clause.
• A conspicuous disclaimer under § 2-316, or an "as is" sale.
• No notice of breach within a reasonable time.
• The goods conformed, or the failure was caused by misuse or alteration.
• A limitation of remedy under § 2-719, subject to the essential-purpose rule.
• Not a sale of goods — a services contract, where Article 2 does not apply.

What people get wrong

The clock starts at delivery, not at discovery. This is the single most consequential rule on this page and it catches people constantly.

"Warranted for five years" is not automatically a future-performance warranty. The exception requires an explicit promise about future performance, and courts read it narrowly.

A purchase order can cut the period to one year. Read the terms.

"As is" works on goods, within limits — but not against an express warranty, not against § 2-318, and not always in a consumer sale.

Services are not goods. A mixed contract is classified by its predominant purpose, and that question decides which limitations period applies.

Fees come from 93A. Article 2 shifts none.

Where it came from

The UCC was written to make commercial law uniform and predictable, and § 2-725 is that goal in its purest and least forgiving form. A seller needs to know when its exposure on a shipment ends, and a rule that ran from discovery would leave that open indefinitely — so the drafters fixed accrual at tender of delivery and said in terms that the buyer's ignorance does not matter.

The future-performance exception was the concession, and it was deliberately narrow: a seller that chooses to promise how the goods will behave later has accepted a longer exposure, and a seller that merely sold goods has not.

Massachusetts then layered its own policy on top through § 2-318, which abolished privity for both warranty and negligence, forbade its own exclusion, and softened the notice rule where prejudice is absent. That section is why Massachusetts has no separate strict products liability tort — the warranty claim already reaches everyone the seller could expect to be affected, and cannot be disclaimed away.

The result is a two-speed system. Economic loss runs on the merchant's clock, four years from delivery. Personal injury runs on the injured person's clock, three years from harm. The same warranty supports both.

Common questions

How long do I have to sue for breach of warranty on goods in Massachusetts?

Four years from tender of delivery — not from when you discovered the problem.

What if I did not know the goods were defective?

Section 2-725 says the cause of action accrues regardless of your lack of knowledge. The only exception is a warranty that explicitly extends to future performance.

Can the seller shorten the deadline?

Yes, by original agreement, to not less than one year. It cannot be extended.

Does "as is" defeat my claim?

It can exclude implied warranties on goods, if the circumstances make the meaning plain — but it cannot contradict an express warranty and cannot exclude § 2-318.

Do I have to have bought the goods from the defendant?

No. Section 2-318 abolishes the privity defence for anyone the seller could reasonably have expected to use or be affected by the goods.

Can I recover attorney's fees?

Not under Article 2. Chapter 93A supplies them where the sale was in trade or commerce.

Where these rules live

• Mass. R. Civ. P. 8 — General rules of pleading
• Mass. R. Civ. P. 12 — Defenses and objections
• Mass. R. Civ. P. 34 — Producing documents and electronically stored information
• Mass. R. Civ. P. 56 — Summary judgment
• Responding to a complaint in Massachusetts
• Computing deadlines