Tennessee Business Disputes: Breach Remedies & the 6-Year Deadline

When a contract is breached, remedies include money damages and, where damages are inadequate, specific performance. Tennessee's general statute of limitations for contract actions is six years (T.C.A. § 28-3-109). An exception: contracts for the sale of goods have a 4-year limit under the UCC (T.C.A. § 47-2-725).

This is general information, not legal advice. A Tennessee attorney can assess your specific dispute.

When the other side doesn’t hold up their end of a deal, Tennessee law gives you options — but there’s a clock running.

Remedies for breach

If a contract is breached, the usual remedies are:

Money damages — compensation for the loss the breach caused. This is the default remedy in most cases.
Specific performance — where money damages are inadequate (for example, a one-of-a-kind item or a real-estate deal), a court may order the breaching party to actually perform the contract.

The six-year deadline

Tennessee’s general statute of limitations for contract actions is six (6) years (T.C.A. § 28-3-109). If you wait past that window, a court can dismiss your claim no matter how strong it is — so act before the deadline runs.

Goods: a shorter clock

Watch the exception: contracts for the sale of goods have a 4-year limit under the UCC (T.C.A. § 47-2-725), shorter than the general 6-year period. So when the dispute involves products rather than services, count from the UCC rule.

Next steps

Want to understand what made the contract enforceable in the first place? See contract basics, or visit the business law hub. To pursue or defend a business dispute, connect with a lawyer.

Frequently asked questions

What can I recover if a Tennessee contract is breached?

Remedies include money damages and, where damages are inadequate, specific performance (a court order requiring the other side to perform).

How long do I have to sue on a contract in Tennessee?

Tennessee's general statute of limitations for contract actions is six years (T.C.A. § 28-3-109).

Is the deadline different for the sale of goods?

Yes. Contracts for the sale of goods have a 4-year limit under the UCC (T.C.A. § 47-2-725), shorter than the general 6-year contract period.

Related guides

Assumed Name (DBA) Registration in Tennessee A Tennessee corporation or LLC that wants to operate under a name other than its legal name files an Application for Registration of Assumed Name with the Secretary of State; the assumed name is good for 5 years and is renewable (T.C.A. § 48-14-101 for corporations; § 48-249-106 for LLCs). Sole proprietors and general partnerships, which aren't registered with the Secretary of State, handle a business name at the county level.

Choosing a Business Entity in Tennessee Tennessee recognizes sole proprietorships and general partnerships (no state formation filing), LLCs (Tennessee Revised Limited Liability Company Act, T.C.A. § 48-249-101 et seq.), and corporations (Tennessee Business Corporation Act, T.C.A. § 48-11-101 et seq.), formed by filing with the Secretary of State. LLCs and corporations generally shield owners' personal assets — but they're also generally subject to Tennessee's franchise & excise tax.

Contract Basics in Tennessee A contract needs offer, acceptance, and consideration. Tennessee's statute of frauds (T.C.A. § 29-2-101) requires a signed writing for certain agreements — including a contract for the sale of land, a lease of land for more than one year, an agreement that can't be performed within one year, and a promise to answer for another's debt. Sales of goods have a separate UCC statute of frauds (T.C.A. § 47-2-201).

How to Form a Corporation in Tennessee In Tennessee the incorporation document is called the charter (not articles of incorporation). You deliver a charter to the Secretary of State under the Tennessee Business Corporation Act (T.C.A. § 48-12-101, § 48-12-102), naming the corporation, incorporators, principal office, and registered agent, and file an annual report (§ 48-26-203). An S corporation is a federal tax election, not a Tennessee entity type. Confirm current fees on sos.tn.gov.

How to Form an LLC in Tennessee To form a Tennessee LLC you file Articles of Organization with the Tennessee Secretary of State under T.C.A. § 48-249-202, naming the registered agent and office, principal office, and management type. The LLC must maintain a registered agent (§ 48-249-109) and file an annual report (§ 48-249-1017). Tennessee charges LLC filing and annual-report fees per member ($50 per member, subject to a minimum and a maximum) — confirm the current per-member rate, floor, and cap on sos.tn.gov.

Business Disputes in Tennessee