traps for the unwary

I recently made a presentation for fellow business lawyers entitled “Contractual Limitations: Why Are You Suing Me When Our Contract Says You Can’t?” (Here’s a copy of my presentation notes.) The answer is that in Missouri contractual provisions that limit the time within which suit may be brought are unenforceable, although, as with many rules, there are exceptions.

It’s common to see contractual limitations provisions in commercial contracts. For example, a contract might state, “No action on this agreement may be brought more than 12 months after it accrues.” As a commercial attorney, I’ve often pushed back on such clauses, arguing that the statute of limitations provides adequate protection against stale claims and that the contractual limitations provision could unfairly trip up my client even when there’s a legitimate claim. But in many cases, the provision isn’t enforceable anyway. [click to continue…]

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