On July 22, 2014, an amendment to Section 8106, Title 10 of the Delaware Code, the Delaware statute of limitations, was signed into law by the Delaware governor. The statute, as amended, permits parties to contract out of the traditional limitations period for breach of contract claims without the need for a sealed instrument.

Under ordinary circumstances, the limitations period is three years for breach of contract claims and four years for contracts governed by Article 2 of the Delaware UCC. Previously, Delaware common law had permitted parties to opt into a 20-year limitations period by entering into a contract filed under seal. As of August 1, 2014, the seal requirement is no longer necessary.

The new subsection 8106(c) applies to written contracts involving at least $100,000. The limitation period specified in the contract may include:

However, the limitation period may not exceed 20 years, regardless of the language in the contract.

For the full text of the amendment, see Contractual Limitation Periods.

The statute, as amended, only addresses breach of contract claims. Claims of fraudulent inducement will still expire at the end of the ordinary three-year period. See Capano v. Capano, , at *8-9 (Del. Ch. June 30, 2014).