Statute of Limitations on Debt Collection in Delaware
At a glance
| Governing law | 10 Del. C. § 8106 (general 3-year catch-all for unsealed debt, plus a 2014-added exception letting large written contracts set their own period); § 8107 (mutual/open account accrual); § 8108 (6-year period for a promissory note, bill of exchange, or signed acknowledgment of a subsisting demand); § 8119 (borrowing statute); 6 Del. C. § 2-725 (UCC 4-year period for a contract for the sale of goods); the 20-year common-law period for debts under seal (not itself codified, but recognized by Delaware courts) |
|---|---|
| Written contract/debt deadline | 3 years for an ordinary written debt, the same as an oral one, § 8106(a)'s catch-all excludes only 'a debt not evidenced by a record or by an instrument under seal,' so an ordinary written promise stays on the 3-year clock just like an oral one. Three real exceptions run LONGER: a promissory note or bill of exchange gets 6 years (§ 8108); a written contract, agreement, or undertaking worth at least $100,000 may specify its OWN limitations period in the writing itself, up to 20 years (§ 8106(c), added in 2014, overriding even the UCC's 4-year period for a sale of goods); and a contract or instrument under seal is governed by the 20-year common-law period, since neither § 8106 nor any other Delaware statute assigns sealed debts a specific number, Delaware courts have held the common law fills that gap (Ryland Group, Inc. v. Santos Carpentry Co., Del. Super. 2004) |
| Oral contract/open account deadline | 3 years, the identical period § 8106(a) applies to an ordinary written (non-sealed) debt: Delaware draws no distinction based on whether the debt is in writing, apart from the promissory-note, large-contract, and sealed-instrument exceptions above |
| When the clock starts | § 8106(a) runs the 3-year period from 'the accruing of the cause of such action,' without itself defining accrual for an ordinary contract or debt claim. § 8107 supplies a specific rule for a mutual and running account between parties: the 3-year limitation in § 8106 does not begin to run at all while the account remains open and current |
| Can a payment or promise restart the clock? | A debtor's signed acknowledgment of a subsisting (still-valid, not-yet-expired) demand gives the creditor a fresh 6-year period from the date of that acknowledgment (§ 8108: 'an acknowledgment under the hand of the party of a subsisting demand'). The statute's text names only a signed acknowledgment, not a bare payment, as the qualifying event: unlike some states, Delaware's statute doesn't separately list a payment of principal or interest as sufficient on its own. Because the acknowledgment must be of a 'subsisting' demand, the text doesn't authorize reviving a debt whose clock has ALREADY fully run, only extending one that's still active |
| Special rule for consumer debt | None found for a distinct limitations PERIOD: § 8106's general 3-year period applies to consumer and commercial debt alike; no separate statute sets a different number of years specifically for a consumer-credit-transaction debt |
| Out-of-state debt | § 8119 is a classic shorter-of-two-periods borrowing statute with a resident carve-out: where a cause of action arises outside Delaware, a Delaware court can't enforce it after the SHORTER of Delaware's own period or the period of the state or country where it arose: except that if the claim originally accrued in favor of a person who was a Delaware resident at the time, Delaware's own (potentially longer) period applies instead |
| What expiration actually does | Ordinary affirmative defense: Chapter 81 doesn't bar a creditor from filing suit on a time-barred claim outright; the debtor must raise the expired deadline |
Requirements one by one
Governing law
Delaware's contract-debt deadline lives in Title 10, Chapter 81 ("Personal Actions"). Section 8106(a) sets the general 3-year catch-all that covers an ordinary debt not evidenced by a record or an instrument under seal, and its 2014-added subsection (c) lets a large written contract set its own period instead. Section 8107 supplies a special accrual rule for a mutual, running account. Section 8108 pulls a promissory note, bill of exchange, or a signed acknowledgment of a still-valid debt out to its own 6-year period. Section 8119 is Delaware's borrowing statute for a debt connected to another state. And a contract for the sale of goods follows its own separate Uniform Commercial Code period, 6 Del. C. § 2-725.
How long you have on a written debt
3 years for an ordinary written debt, the same period as an oral one. Section 8106(a)'s catch-all excludes only "a debt not evidenced by a record or by an instrument under seal," and an ordinary signed promise doesn't move a debt out of that 3-year bucket. Three real exceptions run longer: a promissory note or bill of exchange gets 6 years (section 8108); a written contract, agreement, or undertaking worth at least $100,000 can specify its own limitations period in the writing itself, up to 20 years (section 8106(c)), a targeted 2014 addition that overrides even the UCC's ordinary 4-year period for a sale of goods; and a debt secured by an instrument under seal follows the common law's 20-year period, since Delaware has never enacted a statute assigning sealed debts a specific number, Delaware courts have confirmed the common-law period fills that gap.
How long you have on an oral or unwritten debt
Also 3 years, the identical period section 8106(a) applies to an ordinary written, non-sealed debt. Delaware simply doesn't draw a written-versus-oral line for ordinary contract debt.
When the clock starts
Section 8106(a) starts the 3-year period from "the accruing of the cause of such action," without itself defining when that happens for an ordinary contract or debt claim. There's one specific exception: for a mutual and running account between parties, an ongoing back-and-forth tab, rather than a single fixed debt, section 8107 says the clock doesn't start running at all while the account stays open and current.
Can a payment or promise restart the clock?
Yes, but only through a signed acknowledgment, Delaware's statute doesn't separately list a bare payment as sufficient on its own. Under section 8108, a debtor's signed acknowledgment of a debt that's still subsisting (not yet expired) gives the creditor a fresh 6-year period, measured from the date of that acknowledgment. Because the statute requires the underlying demand to be "subsisting" at the time of the acknowledgment, its text doesn't authorize reviving a debt whose clock has already fully run, only extending one that's still active.
Is there a special rule for consumer debt?
No. The same 3-year general period applies to consumer and commercial debt alike; Delaware has no statute setting a different, shorter or longer, limitations period specifically for consumer-credit-transaction debt.
What if the debt originated in another state?
Delaware's borrowing statute applies the shorter of the two periods: Delaware's own limitations period, or the period of the state or country where the debt arose, whichever is shorter controls. The one exception runs in the creditor's favor: if the person bringing the claim was a Delaware resident at the time the debt accrued, Delaware's own period applies instead, even if it's longer than the period where the debt arose.
What actually happens once the deadline passes?
The ordinary default. Expiration of the limitations period is an affirmative defense the debtor has to raise; Chapter 81 doesn't stop a creditor from filing suit on a time-barred claim outright.
What trips people up
Delaware's large-contract exception is a real trap for the unwary on both sides: a $100,000-plus written contract can carry its own, much longer limitations period, up to 20 years, if the parties wrote one into the agreement, which is a genuine departure from Delaware's usual rule that parties generally CANNOT extend a statute of limitations by contract (they can shorten one, but not lengthen it, outside this specific carve-out). And the sealed-instrument rule is easy to miss entirely because it isn't written down as a number anywhere in the statute, Delaware's 3-year catch-all simply excludes sealed debts from its own coverage, leaving the length (20 years) to be found only in case law applying the older common-law rule.
Common questions
Does Delaware give more time to sue on a written contract than an oral one? Not for an ordinary debt, both get the same 3-year period. A promissory note (6 years), a large written contract that sets its own period (up to 20 years), and a debt under seal (20 years under the common law) are the real exceptions.
I made a payment on an old debt, did that restart the clock? Delaware's statute only names a signed acknowledgment of a still-valid debt, not a bare payment, as sufficient to restart the clock. A verbal promise or an unsigned communication doesn't satisfy the statute's "under the hand of the party" requirement.
Can a debt collector still sue me after the statute of limitations runs? Chapter 81 doesn't stop the filing itself, you have to raise the expired deadline as a defense in court.
My contract is worth $150,000 and sets its own 10-year deadline to sue, is that enforceable? Yes, as long as it doesn't exceed 20 years from accrual, section 8106(c) specifically allows a written contract worth at least $100,000 to set its own limitations period in the contract itself, within that 20-year ceiling.
Statutes and sources
- 10 Del. C. § 8106, "(a) No action... to recover a debt not evidenced by a record or by an instrument under seal... shall be brought after the expiration of 3 years from the accruing of the cause of such action... (c) Notwithstanding anything to the contrary in this chapter... or in § 2-725 of Title 6, an action based on a written contract, agreement or undertaking involving at least $100,000 may be brought within a period specified in such written contract... provided it is brought prior to the expiration of 20 years from the accruing of the cause of such action.", https://delcode.delaware.gov/title10/c081/index.html (accessed 2026-07-09)
- 10 Del. C. § 8107, "In the case of a mutual and running account between parties, the limitation, specified in § 8106 of this title, shall not begin to run while such account continues open and current.", https://delcode.delaware.gov/title10/c081/index.html (accessed 2026-07-09)
- 10 Del. C. § 8108, "When a cause of action arises from a promissory note, bill of exchange, or an acknowledgment under the hand of the party of a subsisting demand, the action may be commenced at any time within 6 years from the accruing of such cause of action.", https://delcode.delaware.gov/title10/c081/index.html (accessed 2026-07-09)
- 10 Del. C. § 8119, "Where a cause of action arises outside of this State, an action cannot be brought in a court of this State to enforce such cause of action after the expiration of whichever is shorter, the time limited by the law of this State, or the time limited by the law of the state or country where the cause of action arose... Where the cause of action originally accrued in favor of a person who at the time of such accrual was a resident of this State, the time limited by the law of this State shall apply.", https://delcode.delaware.gov/title10/c081/index.html (accessed 2026-07-09)
- 6 Del. C. § 2-725, "An action for breach of any contract for sale must be commenced within 4 years after the cause of action has accrued.", https://delcode.delaware.gov/title6/c002/sc07/index.html (accessed 2026-07-09)
Source links
Every statute quoted above, linked, with the date we checked it.
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