Every business claim has a deadline. Miss it, and your right to sue is gone—regardless of how strong your case is. In Minnesota, statutes of limitations range from two years to six years depending on the type of claim, and several doctrines can extend or shorten those periods in ways that catch business owners off guard.
This guide provides a comprehensive reference for the limitation periods that apply to the claims Minnesota business owners encounter most frequently. It covers the governing statutes, when the clock starts running, and the circumstances under which the deadline can be extended (tolled) or shortened.
A note on reliance: Statutes of limitations involve nuances that can change the applicable deadline for your specific situation. This guide provides a general framework. Before making decisions based on a limitation period, verify the current law with an attorney who understands the facts of your case.
Quick Reference Table: Business Claims
The table below covers the most common business-related claims in Minnesota. Each entry includes the limitation period, the governing statute, and practical notes for business owners.
| Claim Type | Limitation Period | Governing Statute | Notes |
|---|---|---|---|
| Breach of Contract (written) | 6 years | Minn. Stat. § 541.05, subd. 1(1) | Applies to express and implied contracts not governed by the UCC |
| Breach of Contract (oral) | 6 years | Minn. Stat. § 541.05, subd. 1(1) | Same limitation period as written contracts in Minnesota |
| Sale of Goods (UCC) | 4 years | Minn. Stat. § 336.2-725 | Applies to contracts for the sale of goods under Article 2 of the UCC |
| Fraud / Misrepresentation | 6 years | Minn. Stat. § 541.05, subd. 1(6) | Clock starts when fraud is discovered, not when it occurred |
| Conversion | 6 years | Minn. Stat. § 541.05, subd. 1(4) | Taking, detaining, or injuring personal property |
| Breach of Fiduciary Duty | 6 years | Minn. Stat. § 541.05, subd. 1(5) | Injury to the person or rights of another, not arising on contract |
| Unjust Enrichment | 6 years | Minn. Stat. § 541.05, subd. 1(1) | Treated as a quasi-contract claim |
| Promissory Estoppel | 6 years | Minn. Stat. § 541.05, subd. 1(1) | Treated as a quasi-contract claim |
| Negligence (property damage) | 6 years | Minn. Stat. § 541.05, subd. 1(5) | Injury to property or rights of another |
| Defamation / Business Disparagement | 2 years | Minn. Stat. § 541.07(1) | Applies to libel and slander claims |
| Trade Secret Misappropriation (MUTSA) | 3 years | Minn. Stat. § 325C.06 | Clock starts at discovery; continuing misappropriation is a single claim |
| Statutory Liability (general) | 6 years | Minn. Stat. § 541.05, subd. 1(2) | Unless a shorter period is specified in the statute creating the liability |
| Construction Defects | 2 years from discovery / 10-year repose | Minn. Stat. § 541.051 | Two-year SOL from discovery, capped by 10-year statute of repose from substantial completion |
| Contribution / Indemnity (construction) | 2 years / 14-year repose | Minn. Stat. § 541.051 | Runs from accrual of the contribution claim, capped at 14 years |
| Federal Trademark (Lanham Act) | No federal SOL; state laches applies | 15 U.S.C. § 1051 et seq. | Federal courts typically borrow the analogous state limitation period |
| Federal Copyright Infringement | 3 years | 17 U.S.C. § 507(b) | Runs from when the infringement was or should have been discovered |
| Patent Infringement | 6 years (damages cap) | 35 U.S.C. § 286 | No SOL to file suit, but damages limited to 6 years before filing |
| RICO (civil) | 4 years | Agency Holding Corp. v. Malley-Duff | Federal civil RICO; clock starts at discovery of injury |
When the Clock Starts: Accrual Rules
Knowing the limitation period is only half the equation. The other half is knowing when the clock starts running—the moment the cause of action “accrues.”
The General Rule: Accrual at Breach or Injury
For most business claims in Minnesota, the statute of limitations begins running when the breach or injury occurs, regardless of whether the injured party knows about it. For breach of contract, this means the clock starts when the contract is breached, not when you discover the breach.
Example: A vendor delivers defective equipment on January 15, 2020. You don’t discover the defect until March 2023. Under the general rule, the six-year clock started running on January 15, 2020—not in March 2023.
The Discovery Rule: Fraud and Concealment
Minnesota applies a discovery rule to fraud claims. Under Minn. Stat. § 541.05, subd. 1(6), a fraud claim does not accrue “until the discovery by the aggrieved party of the facts constituting the fraud.” This means the six-year clock starts when you knew or should have known about the fraudulent conduct.
The discovery rule also applies when the defendant actively concealed the wrongful conduct. Under the doctrine of fraudulent concealment, the statute of limitations is tolled during the period that the facts giving rise to the claim were concealed from the injured party. The Minnesota Supreme Court has confirmed that this doctrine can toll the limitations period even against parties who were not aware of the fraud.
Key limitation: The discovery rule requires the plaintiff to exercise reasonable diligence. If you could have discovered the fraud through ordinary investigation, the clock starts when you should have discovered it, not when you actually did.
Trade Secrets: Discovery Plus Continuing Misappropriation
Under the Minnesota Uniform Trade Secrets Act (MUTSA), the three-year limitation period runs from when the misappropriation “is discovered or by the exercise of reasonable diligence should have been discovered.” Minn. Stat. § 325C.06.
An important nuance: MUTSA treats a “continuing misappropriation” as a single claim. This means the clock starts when the first act of misappropriation is discovered, not when the last act occurs. If you learn a former employee took your trade secrets and used them for three years, the clock started at discovery of the initial taking—not at the end of the three-year period.
Construction Claims: The Two-Part Time Bar
Construction defect claims under Minn. Stat. § 541.051 involve a two-part analysis:
- Statute of limitations (2 years): Runs from discovery of the defect or injury.
- Statute of repose (10 years): Creates an absolute outer boundary—no action may be brought more than 10 years after substantial completion of the construction, regardless of when the defect is discovered.
For business owners involved in construction or improvement of real property, the 10-year repose period is a hard deadline that cannot be extended by the discovery rule.
Tolling: When the Clock Pauses
Several circumstances can pause (toll) the statute of limitations, effectively extending the deadline to file suit.
Tolling Agreements
The most common tolling mechanism in business disputes is a tolling agreement—a written contract between the parties that suspends the statute of limitations for an agreed period. Tolling agreements are enforceable in Minnesota as contracts, provided they are clear in scope and supported by mutual consideration.
For a detailed discussion of when and how to use tolling agreements, see our guide to Pre-Litigation Strategy for Minnesota Business Owners.
Fraudulent Concealment
As discussed above, the statute of limitations is tolled during the period that the defendant actively conceals the conduct giving rise to the claim. The plaintiff must demonstrate that the defendant took affirmative steps to conceal the wrongdoing—mere silence is generally insufficient.
Absence from the State
Under Minn. Stat. § 541.13, if a person against whom a cause of action has accrued leaves the state, the time of the person’s absence is not counted as part of the limitation period. In business disputes, this can extend the deadline when a defendant relocates out of Minnesota.
Disability
Under Minn. Stat. § 541.15, if a person entitled to bring an action is under a legal disability (such as being a minor or legally incapacitated) when the cause of action accrues, the limitation period is tolled until the disability is removed. This is less common in business disputes but can be relevant in closely held family businesses.
Shortening the Deadline: Contractual Limitation Provisions
While tolling extends the deadline, contracts can also shorten it. Minnesota law generally permits parties to agree to a shorter limitation period than the statute provides, as long as the shortened period is reasonable.
Common examples:
– Insurance policies often require claims within one or two years
– Construction contracts may shorten the limitation period for latent defect claims
– Commercial leases may require notice of claims within a specified period
Limitation: A contractual limitation period that is unreasonably short may be unenforceable. Minnesota courts evaluate reasonableness on a case-by-case basis, considering the nature of the claim and the relative bargaining power of the parties.
Business owners should review limitation provisions in their contracts before a dispute arises. A shortened limitation period buried in a vendor agreement can eliminate your rights before you even know you have a claim.
Practical Considerations for Business Owners
Don’t Rely on the Table Alone
The table above provides general limitation periods. Your specific claim may involve facts that change the analysis:
- Multiple claims from one dispute. A single business dispute often gives rise to several legal claims (breach of contract, fraud, unjust enrichment), each with its own limitation period. If you wait six years to bring a breach of contract claim, you may have already lost the right to bring a related defamation claim (two-year period).
- Cross-border transactions. If the contract involves parties or performance in other states, a choice-of-law analysis may determine which state’s limitation period applies. Minnesota’s borrowing statute, Minn. Stat. § 541.31, can apply another state’s shorter limitation period to claims arising in that state.
- Federal vs. state claims. If your dispute involves both federal and state claims (for example, trademark infringement under the Lanham Act and breach of contract under state law), each claim has its own limitation period and accrual rules.
Calendar Your Deadlines
When a dispute arises, identify every potential claim and its limitation period immediately. Do not assume that because one claim has a long limitation period, all related claims do. Create a tracking system for these deadlines and build in a buffer—internal deadlines should be set at least 90 days before the statutory deadline.
Preserve Your Options
A statute of limitations defense is one of the simplest and most powerful defenses in litigation. The opposing party’s attorney will calculate your deadlines. You should too. If settlement discussions are extending beyond the limitation period, a tolling agreement or filing suit to preserve your rights is essential.
Frequently Asked Questions
Does Minnesota have a different statute of limitations for oral contracts vs. written contracts?
No. Unlike some states, Minnesota applies the same six-year limitation period to both oral and written contracts under Minn. Stat. § 541.05, subd. 1(1). However, an oral contract may be harder to prove, and the statute of frauds (a separate doctrine) may bar certain oral agreements from being enforced at all.
What is the statute of limitations for breach of a non-compete agreement in Minnesota?
A non-compete agreement is a contract, so the six-year limitation period under Minn. Stat. § 541.05, subd. 1(1) generally applies. Note, however, that Minnesota’s 2023 non-compete ban (Minn. Stat. § 181.988) restricts the enforceability of non-compete agreements entered into after July 1, 2023. The limitation period matters less if the agreement itself is unenforceable.
Can a statute of limitations expire while I’m negotiating with the other party?
Yes. Settlement negotiations do not toll the statute of limitations unless the parties enter a written tolling agreement. This is one of the most common and costly mistakes in business disputes. If you are negotiating and the deadline is approaching, either obtain a tolling agreement or file suit to preserve your rights.
What happens if I file suit one day after the statute of limitations expires?
The claim is barred. Minnesota courts strictly enforce statutory deadlines. The defendant will file a motion to dismiss, and the court will grant it. There is no grace period and no equitable exception for “close calls.”
Does bankruptcy affect the statute of limitations?
Yes. The filing of a bankruptcy petition creates an automatic stay that tolls the statute of limitations on claims against the debtor for the duration of the stay. This is governed by federal bankruptcy law (11 U.S.C. § 108), not Minnesota statutes.
Aaron Hall is a Minneapolis business attorney who represents business owners in commercial disputes, contract matters, and business litigation. For guidance on the limitation periods applicable to your specific situation, contact Aaron Hall.
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Frequently Asked Questions
What is the statute of limitations for breach of contract in Minnesota?
Minnesota applies a six-year statute of limitations to breach of contract claims under Minn. Stat. § 541.05, subd. 1(1). This applies to both written and oral contracts—unlike some states, Minnesota does not distinguish between the two. The clock generally starts running on the date of the breach, not the date you discover it.
Can the statute of limitations run out while I am negotiating a settlement?
Yes. Settlement negotiations do not toll (pause) the statute of limitations in Minnesota unless the parties enter a written tolling agreement. This is one of the most common and costly mistakes in business disputes. If your deadline is approaching while you are negotiating, either obtain a signed tolling agreement or file suit to preserve your rights.
When does the statute of limitations start running in Minnesota?
For most business claims, the statute of limitations begins running when the breach or injury occurs—not when you discover it. The primary exception is fraud: under Minn. Stat. § 541.05, subd. 1(6), fraud claims accrue when the injured party discovers (or should have discovered) the facts constituting the fraud.
What is the statute of limitations for fraud in Minnesota?
Fraud claims in Minnesota have a six-year statute of limitations under Minn. Stat. § 541.05, subd. 1(6). Unlike most other claims, the clock does not start at the time of the fraudulent act—it starts when you discovered or, through reasonable diligence, should have discovered the facts constituting the fraud.
Can a contract shorten the statute of limitations in Minnesota?
Yes. Minnesota law generally permits parties to agree to a shorter limitation period than the statute provides, as long as the shortened period is reasonable. Insurance policies, construction contracts, and commercial leases commonly include shortened limitation provisions. Review limitation provisions in your contracts before a dispute arises.