California Tolling Agreement Requirements Under CCP 360.5

A valid tolling agreement in California must be in writing, signed by the party giving up the right to assert a late-filing defense, and specific about which claims it pauses. That rule comes from California Code of Civil Procedure Section 360.5, which sets the statutory floor for California tolling agreement requirements.¹ Beyond the statute, the document is a private contract, so ordinary contract principles — mutual consideration, clear terms, identified parties — apply alongside the written-and-signed rule.

What Section 360.5 Requires

Section 360.5 is the only California statute that directly addresses agreements to pause or waive the statute of limitations. It provides that no waiver prevents a defendant from raising a late-filing defense unless the waiver is in writing and signed by the person giving up that defense.¹ An oral promise to hold off on asserting the limitations defense is worth nothing in court.

The statute also caps standalone waivers at four years. A waiver signed before the original deadline expires cannot extend the filing period by more than four years past that deadline. A waiver signed after the deadline has already passed is effective for no more than four years from the date of signing. Either type can be renewed, but each renewal requires a fresh written agreement.¹

Waiver or Tolling Agreement: The Distinction Changes the Rules

California courts treat a one-sided waiver and a mutual tolling agreement as two different things. In Don Johnson Productions, Inc. v. Rysher Entertainment (2012) 209 Cal.App.4th 919, the Court of Appeal held that Section 360.5’s four-year renewal cap applies to waivers, not tolling agreements. The court’s reasoning: a waiver is a unilateral surrender of the limitations defense, while a tolling agreement is a bilateral contract in which both sides agree to pause the clock. Because the tolling agreement is supported by consideration on both sides, it stands on contract principles rather than the waiver statute’s restrictions.

This distinction has practical consequences. A document drafted as a one-sided concession can be treated as a waiver subject to the four-year cap. A document structured as a genuine two-party bargain — the claimant forbears from suing, the potential defendant agrees not to raise a limitations defense during the pause — functions as a tolling agreement and is not automatically capped. The label matters less than the substance; the language and structure must reflect a real mutual exchange.

Elements a Valid Agreement Needs

Because a tolling agreement is both a contract and a mechanism for suspending statutory deadlines, courts look for the following elements:

Identified parties. Full legal names for every person or entity, with their role in the dispute. Vague references like “all related entities” have been rejected when they try to sweep in parties who never actually agreed.
Specific claims. A description of the legal claims being tolled, detailed enough that both sides know exactly which potential lawsuits are paused. Broad language like “any and all claims” can create enforceability problems later.
A defined tolling period. A clear start date and a clear end date. The end point can be a calendar date or a triggering event, but open-ended arrangements with no termination mechanism do not hold up.
Express waiver language. A written statement that the potential defendant knowingly agrees to suspend the statute of limitations for the identified claims. This satisfies Section 360.5’s written-waiver requirement.¹
Mutual consideration. Each side needs to give something up. The claimant’s forbearance from immediately filing suit and the potential defendant’s agreement not to assert the limitations defense during the pause are typically enough. A wholly one-sided arrangement risks being treated as a gratuitous promise rather than an enforceable contract.
Signatures from every party. Each party or an authorized representative must sign. Without all signatures, the agreement is unenforceable under Section 360.5.¹
Choice-of-law provision. A clause confirming California law governs interpretation. This prevents confusion when parties are in different states or the underlying facts cross jurisdictions.

Electronic signatures satisfy the signature requirement. California Civil Code Section 1633.7 provides that a signature or record cannot be denied legal effect solely because it is electronic, and that an electronic signature satisfies any law requiring a signature.²

Only Signatories Are Bound

A tolling agreement binds only the people and entities who sign it. In disputes with multiple potential defendants, if only one signs, the statute of limitations keeps running against everyone else. California courts have declined to extend tolling to non-signatories based on catch-all language referring to “heirs, successors, assigns, shareholders, members, officers, directors, agents, or insurers,” at least where the individual is acting in a personal capacity rather than on behalf of a signatory entity.

This trips up cases involving corporate officers, affiliated companies, and co-defendants with overlapping roles. If the clock needs to pause as to multiple parties, each one has to be named and each one has to sign. A general counsel signing for the company does not bind that lawyer personally, and an individual signing in a personal capacity does not bind the company.

How Remaining Time Is Calculated When Tolling Ends

When a tolling agreement expires, the limitations period does not reset. The clock resumes where it stopped. If eight months remained on a two-year personal injury deadline when the agreement took effect, eight months remain when the agreement ends. Time that elapsed before signing still counts against the claim.

This suspension approach is how California handles most tolling, whether the pause comes from an agreement or from a statutory cause such as the defendant leaving the state. For tolling agreements specifically, expect to get back whatever time was left, and nothing more.

This is where many claims die. Parties sign a tolling agreement, negotiate in good faith for months, and lose track of the fact that only a few weeks remained on the original deadline when tolling started. Calendar the exact remaining time and the date it will expire once tolling lifts.

How a Tolling Agreement Ends

The most common ending is the simplest: the agreement reaches its stated expiration date, and the remaining limitations period starts running the next day. Nothing needs to be filed for this to happen.

Many agreements also include an early-termination clause letting either side end the pause by written notice, typically with 30 to 60 days of lead time. Where that applies, the limitations period resumes when the notice period runs out, not when the notice is sent.

Insurance Notification Risk

Signing a tolling agreement can trigger reporting obligations under liability insurance. Many professional liability and directors-and-officers policies define “claim” broadly enough to include a request to toll the statute of limitations. Under a claims-made policy, the signing date may be treated as the date the claim was first made. If the agreement is signed during one policy period and the lawsuit is filed during a later one, the carrier for the later period may deny coverage on the ground that the claim predates its policy.

Failing to notify an insurer promptly can be fatal to coverage, particularly under “claims made and reported” policies with strict reporting windows. The safer practice is to notify the carrier as soon as a tolling agreement is proposed, before anyone signs.

California Deadlines Tolling Agreements Commonly Pause

Tolling agreements are most useful when time is running short on the underlying claim. The California limitations periods that come up most often in these negotiations include:

Personal injury or wrongful death: two years from the date of injury (CCP 335.1).
Breach of a written contract: four years (CCP 337).
Breach of an oral contract: two years (CCP 339).
Property damage: three years (CCP 338).

These deadlines govern when the lawsuit must be filed, not when a demand letter must go out or when negotiations must start. A tolling agreement pauses only the specific deadline it identifies. If a single dispute involves both a contract claim and a personal injury claim, list both; tolling one does not toll the other.

1
California Legislative Information. California Code of Civil Procedure 360.5
2
California Legislative Information. California Civil Code 1633.7