A contract dispute has a deadline, and the deadline depends on how the agreement was made. Illinois sets different limitation periods for written and unwritten contracts, and missing the right one can end a claim before it starts. Business owners in Naperville should know how those periods work before a dispute starts.
Illinois Allows Ten Years for Written Contracts
Section 13-206 of the Illinois Code of Civil Procedure says that actions on written contracts must be commenced within 10 years after the cause of action accrued. That period reaches agreements such as signed leases, loan documents, and service contracts. The statute makes an exception where Section 2-725 of the Uniform Commercial Code governs, which covers sales of goods.
A New Written Promise Can Restart the Clock
The same section addresses written payments and promises. If a party makes a written payment or a new written promise to pay, the action may be brought within 10 years of that payment or promise. The restart applies whether it happens within the original period or after it.
Unwritten Contracts Get Five Years
Section 13-205 covers unwritten contracts, whether express or implied. Actions on them must be commenced within 5 years after the cause of action accrued. The section opens with an exception for claims covered by Section 2-725 of the Uniform Commercial Code.
The difference is large. A handshake agreement carries half the time of a signed one. Proof is also harder for oral agreements, because the terms rest on testimony and on whatever emails or payments show about the deal.
Written and Unwritten Terms Can Overlap
Business relationships can include both written and unwritten terms. A company may have a signed agreement plus emails, texts, and verbal changes that shaped how the work was done. Which period applies can depend on which part of the arrangement the dispute concerns. That question isn’t answered by the signed page alone, so business owners can ask a Naperville business litigation lawyer to review the full file early.
Records Prove the Dates
A claim depends on proving when the breach happened and what the parties agreed to. Useful records include:
- The signed agreement and every amendment
- Invoices, payment records, and bank statements
- Emails and messages about the work or the problem
- Notices of default or demand letters
Keeping these papers in one place saves time when a dispute arises, and clear dates make it easier to work out which deadline applies. Companies that maintain essential business documents can answer those questions without searching through old files.
Different Disputes Raise Different Questions
Not every dispute is a simple missed payment. Partner and shareholder conflicts involve ownership and the duties owners owe each other. Business owners can work with a Naperville commercial litigation lawyer to sort out which claims and defenses fit the facts.
Court procedures add another layer to a case. Business owners facing a dispute benefit from learning commercial litigation basics, including how cases move through the courts and what the terms mean.
Better Contracts Reduce Disputes
Clear drafting makes later disagreements easier to resolve. Owners can turn to a Naperville business contract lawyer to draft or review agreements so the terms, payment dates, and remedies are written out.
Some companies want legal guidance on a regular basis rather than only during a dispute. Those companies can rely on a Naperville outside general counsel as an ongoing resource for contracts, policies, and day-to-day questions.
How We Represent Business Owners
Kravets Law Group represents business owners and companies involved in commercial disputes. Founder and Managing Partner Daniel Kravets has practiced law since 2016 and opened the firm in 2020. He is admitted in Illinois, Pennsylvania, and New Jersey, and he has represented small business owners in partnership breakups and shareholder disputes.
Check Your Dates Before Time Runs Short
Write down when the agreement was signed, when the problem began, and when the last payment or written promise occurred. A business owner who thinks a deadline may be approaching should get in touch with us soon, and a Naperville business litigation lawyer can review the documents and explain which limitation period applies.