In New York, an action for breach of contract is generally subject to a six-year statute of limitations. In situations where the contract contains a promise to pay money, however, an acknowledgement of that debtwhether expressed in writing or implied by a partial paymentmay reinvigorate the statute of limitations. Specifically, where an action for breach of contract is otherwise time-barred because the action accrued more than six years earlier, proof of written acknowledgement or partial payment of the underlying debt may renew the statute of limitations as of the date of that acknowledgement or payment. The rationale behind this rule is that the acknowledgement or partial payment of the debt evidences an intent to make future payment by which the debtor is in a sense renewing the agreement to pay the moneys due under the otherwise lapsed contract.
Several recent Commercial Division decisions have addressed arguments brought under these principles. Their applicability is necessarily fact-specific and, while the courts evidence a general receptivity to arguments that a debt has been acknowledged, they look at the situation as a whole in determining whether the requirements of the rules have been met. Several of these recent Commercial Division cases are discussed below, demonstrating the various factual settings in which the issue of debt acknowledgment may arise.
The Applicable Rules
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