Legal Memorandum: Statute of Limitation – Contract for Sale

Issue: In Rhode Island, what are the statute of limitation and notice provisions relevant to a contract matter?

Rhode Island law provides that an action for breach of any contract for sale must be commenced within four years after the cause of action accrues.  R.I. Gen. Laws § 6A-2-725(1) (1999).  The parties may reduce this period in their original agreement to no less than one year, but they may not extend it.  Id.  A cause of action under this section accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach.  Id. § 6A-2-725(2).  A breach of warranty occurs when “tender of delivery is made,” unless the warranty is explicitly extended to the future performance of the goods and “discovery of the breach must await the time of such performance,” in which case the cause of action accrues when the breach is or should have been discovered.  Id.   Section 6A-2-725 also includes a statute of repose, providing that notwithstanding the other provisions of the section, any action for breach of warranty arising out of an alleged design or manufacturing defect or any other alleged product defect must be brought within ten years after the product was first purchased.  R.I. Gen. Laws § 6A-2-725(5) (1999).  This section, unlike its counterpart in § 9-1-13, appears not to have been ruled unconstitutional.  See Qualitex, Inc. v. Coventry Realty Corp., 557 A.2d 850 (R.I. 1989).  See also R.I. Gen. Laws § 9-1-29 (improvement to real property statute of repose, similarly providing a ten-year limitation).  

In Plouffe v. Goodyear Tire & Rubber Co., […]