California Tolling Agreement Requirements Under CCP 360.5

California tolling agreement requirements come from one short statute and a body of contract law sitting on top of it. Under California Code of Civil Procedure Section 360.5, an agreement to suspend or waive a statute of limitations is unenforceable unless it is in writing and signed by the party giving up the right to raise the late-filing defense.¹ The agreement also has to identify the specific claims being paused, name the parties bound, and reflect a mutual bargain supported by consideration. An oral promise to hold off on a limitations defense is worth nothing in a California courtroom.

The Statutory Floor Under CCP 360.5

Section 360.5 is the only California statute that speaks directly to agreements pausing or waiving the statute of limitations. It says no waiver will prevent a defendant from raising a late-filing defense unless the waiver is written and signed by the person surrendering that defense.¹

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 it was signed. Either type can be renewed for successive four-year periods, but each renewal has to be a fresh written agreement.¹

Tolling Agreement or Waiver? The Distinction Matters

California courts treat tolling agreements and outright waivers 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 one-sided surrender of the right to raise the limitations defense, while a tolling agreement is a mutual contract where both sides agree to pause the clock. Because the tolling agreement is a bilateral contract supported by consideration, it rests on its own contractual footing rather than the waiver statute’s restrictions.

The practical result: if your document reads as a one-sided concession, a court may cap it at four years. If it is structured as a mutual bargain, where the claimant forbears from filing suit and the potential defendant agrees not to assert a limitations defense during the tolling period, the four-year cap does not automatically apply. The label matters less than the substance, so the language of the document has to reflect a genuine two-party deal.

What the Agreement Must Contain

Because a tolling agreement is both a contract and a mechanism for suspending a statutory deadline, it has to satisfy both sets of rules. California courts look for these elements:

Full legal names for every person or entity involved, along with each party’s role. Vague references like “all related entities” have been rejected when they try to sweep in parties who never actually agreed to the tolling.
A description of the legal claims being tolled, detailed enough that both sides know exactly which potential lawsuits are on hold. Broad language like “any and all claims” can create enforceability problems if a dispute later arises about scope.
A defined tolling period with a clear start date and end date. The end date can be a fixed calendar date or a triggering event, but it cannot be left open-ended with no termination mechanism.
Express written waiver language stating that the potential defendant knowingly agrees to suspend the statute of limitations for the identified claims. This is what satisfies Section 360.5’s writing requirement.¹
Mutual consideration. Both sides need to give something up. The claimant’s forbearance from immediately filing suit and the potential defendant’s agreement not to assert a limitations defense during the tolling period typically suffice. A completely one-sided arrangement risks being treated as a gratuitous promise rather than an enforceable contract.
Signatures from every party or their authorized representative. Without all signatures, the agreement is unenforceable under Section 360.5.¹
A choice-of-law provision stating that California law governs interpretation. This prevents confusion when parties are in different states or the underlying dispute has multistate connections.

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

A tolling agreement is a private contract, not a court filing, so nothing gets submitted to any court or agency. Each side should keep a fully executed copy. Losing your copy does not void the agreement, but proving its terms without the document is an uphill fight.

Only Signatories Are Bound

A tolling agreement binds only the people who signed it. If a dispute involves multiple potential defendants and only one signs, the statute of limitations keeps running against the others. Courts have consistently held that broad catch-all language about “heirs, successors, assigns, shareholders, members, officers, directors, agents, or insurers” does not automatically sweep in individuals acting in their own capacity rather than on behalf of a signatory entity.

This catches people off guard when corporate officers, affiliated companies, or co-defendants have overlapping roles. If you need the clock paused against several parties, each one has to be named in and sign the agreement. A company’s general counsel signing on behalf of the company does not bind that lawyer individually, and vice versa.

How Remaining Time Is Calculated When Tolling Ends

When a tolling agreement expires, the statute of limitations does not reset to its full original length. The clock resumes where it stopped. If you had eight months left on a two-year personal injury deadline when the agreement took effect, you have eight months from the agreement’s expiration to file suit. Time that elapsed before the agreement still counts against you.

This suspension approach is how California handles most tolling situations, whether the source is an agreement or a statutory cause like the defendant leaving the state. For tolling agreements, expect the suspension model: you get back whatever time you had left, and nothing more.

This is where many claims die. Parties sign a tolling agreement, spend months negotiating in good faith, and forget that only a few weeks remained on the original deadline when tolling began. Keep a calendar with the exact remaining time and the date it will expire once tolling ends.

How the Agreement Ends

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

Many agreements also include early termination provisions letting either party end the tolling period by giving written notice, usually with a required lead time of 30 to 60 days. When an agreement includes this kind of provision, the statute of limitations resumes once the notice period expires, not when the notice is sent.

Notify Your Insurer Before Signing

Entering into a tolling agreement can trigger reporting obligations under liability insurance policies. 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 date the tolling agreement is signed may be treated as the date the claim was “first made.” If you sign during one policy period and the lawsuit is filed during a later one, the insurer for the later period may deny coverage on the ground that the claim predates its policy.

Failing to notify your insurer promptly can be fatal to coverage, especially under “claims made and reported” policies that require strict compliance with reporting windows. The safer path is to notify your carrier as soon as a tolling agreement is proposed, before signing anything.

California Deadlines Tolling Agreements Commonly Pause

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

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 apply to when the lawsuit must be filed, not to when a demand letter must be sent or when negotiations must begin. A tolling agreement pauses only the specific deadline identified in the agreement itself. If a single dispute involves both a contract claim and a personal injury claim, the agreement should list both. Tolling one does not automatically toll the other.

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