Tolling Agreements in California: How to Pause the Statute of Limitations While You Negotiate

Last updated: November 2026. Reviewed by Pavel Kolmogorov, California business litigation attorney (State Bar No. 321018).

A tolling agreement is a contract in which a potential defendant agrees that the statute of limitations stops running for a stated period while the parties negotiate. California allows it. Put the agreement in writing and have the party giving up the time sign it. Under Code of Civil Procedure section 360.5, a waiver of the limitations defense is otherwise ineffective, and one signed before the deadline lasts at most four years past it unless renewed. Kolmogorov Law, P.C. drafts and litigates tolling agreements in Orange County and Los Angeles.

Call (909) 235-6116 or contact us online to discuss a deadline that is approaching while settlement talks continue.

What a tolling agreement does

A statute of limitations is a clock. A tolling agreement stops it on an agreed date and starts it again later. The days in between do not count.

People also say "standstill agreement." Strictly, a standstill is a promise not to file suit for a period, and tolling is the pause in the clock. Most business agreements contain both.

Each side gets something. The party with the claim avoids filing a lawsuit it may never need. The other side avoids a public complaint, a response deadline, and the hardening of positions that follows service.

The California rules: a signed writing and the four-year question

One statute controls the formalities. No waiver bars a defense that an action was filed too late unless the waiver is in writing and signed by the person obligated. A waiver signed before the deadline is effective for no more than four years after the original period expires. It may be renewed for further periods of up to four years. (Code Civ. Proc., § 360.5.)

Does that four-year limit apply to an agreement that tolls the statute without waiving it? One Court of Appeal panel said no, over a dissent, and enforced a tolling agreement that had run longer without renewal. (Don Johnson Productions, Inc. v. Rysher Entertainment (2012) 209 Cal.App.4th 919, 930.) That distinction is too thin to stake a claim on. I draft every tolling agreement to satisfy section 360.5 anyway: in writing, signed by the party giving up time, with an end date inside four years.

An oral promise to "not raise the statute" is not a substitute. Neither is an email from the other side's lawyer that says the client is "willing to keep talking."

What to put in the agreement

Short agreements cause fights. A useful one covers these points.

The parties, including affiliates, guarantors, and anyone else who might be sued or might sue.
The claims, described broadly enough to cover every theory arising from the dispute.
The effective date, and whether tolling ends on a fixed date or after written notice.
A notice period, commonly 30 days, between termination and the day the clock restarts.
A statement that signing admits nothing.
A statement that claims already time-barred on the effective date are not revived.
Mutual tolling, if the other side has claims of its own.

Check the underlying contract as well. Some contracts set their own, shorter deadline for bringing claims, and the agreement should say that it tolls that deadline too. If the parties are heading to mediation, sign the tolling agreement before the date is set.

What a tolling agreement does not do

It does not revive a dead claim unless it says so. Section 360.5 contemplates a waiver signed after the period has expired, effective for up to four years from its date. A debt on a written contract is treated more strictly. Once its limitations period has run, no suit may be brought to collect it, and the period may be extended only under section 360. (Code Civ. Proc., § 337, subd. (d).) A careful tolling agreement states that it revives nothing.

It generally does not bind people who did not sign. Do not assume that an agreement with the company tolls claims against its owner or its guarantor.

It does not preserve evidence. Negotiations can run for a year, and emails disappear in a year. I add a mutual preservation clause, and our page on litigation holds explains why.

It is also different from an acknowledgment of the debt. A written, signed acknowledgment can take a contract claim out of the statute, under requirements of its own. (Code Civ. Proc., § 360.) Do not assume that a customer's "we know we owe you" email reset anything.

If you hold the claim

Find the real deadline first. An action on a written contract must generally be filed within four years. (Code Civ. Proc., § 337, subd. (a).) Other claims have shorter periods, and the start date is often disputed. Our pages on California statutes of limitations, the contract deadline, and the fraud deadline cover the main ones.

Then act with margin. Send the draft agreement at least a month before the earliest plausible deadline. If it does not come back signed, file the complaint. A filed case can still settle. A claim filed late usually cannot be saved.

If you are asked to sign

Signing is often the right call. It keeps the dispute private, avoids defense costs, and buys time to investigate. A refusal usually produces a lawsuit within days.

Sign on your terms, though. Limit the agreement to the claims in dispute. Keep the term short and renewable. Insist on the no-admission and no-revival clauses, and on tolling for your own claims. And check the calendar before anything else: if the claim has already expired, the agreement should not give it back.

A tolling agreement often ends in a settlement. Our page on the release and the section 1542 waiver covers that document, and our civil litigation practice page describes what happens when talks fail.

What to bring to the first meeting

The contract, including any clause that sets its own deadline for claims.
The dates of the breach, the last payment, and when you learned of the problem.
Any draft tolling or standstill agreement, and the emails that discuss it.
Settlement correspondence to date.
A list of every person or entity that may be liable or may hold a claim.

Frequently asked questions

We are close to settling but the four-year deadline to sue is next month. Can we agree to pause the statute of limitations?

Yes. California parties may toll the statute of limitations by agreement. Put it in writing and have the party giving up the time sign it, as Code of Civil Procedure section 360.5 requires for a waiver of the limitations defense. Get the signed agreement in hand before the deadline. If it has not arrived with a week to spare, file the complaint.

The other side promised by phone not to raise the statute of limitations while we talk. Is that promise enough?

Do not rely on it. Under California Code of Civil Procedure section 360.5, a waiver of the limitations defense must be in writing and signed by the person obligated. Courts sometimes hold a defendant to conduct that induced a delay, but that argument is uncertain and expensive to prove. Ask for a signed tolling agreement, and file suit if you do not receive one.

What is a tolling agreement?

It is a written contract in which the parties agree that the statute of limitations on defined claims stops running for a period, usually while they negotiate. When the agreement ends, the clock resumes with whatever time was left. In California, the agreement should be signed by the party who could otherwise raise the limitations defense.

How long can a tolling agreement last in California?

Section 360.5 of the Code of Civil Procedure limits a written waiver signed before the deadline to four years past that deadline, renewable for further periods of up to four years. One California appellate decision held, over a dissent, that the limit did not apply to a true tolling agreement. The cautious course is to set an end date within four years and renew in writing.

Does a tolling agreement revive a claim that has already expired?

Not unless it says so. A standard tolling agreement pauses a clock that is still running and usually states that expired claims are not revived. California law does allow a written, signed waiver of the limitations defense after the period has run, effective for up to four years from its date. Section 337 treats a debt on a written contract more strictly: once expired, its period may be extended only under section 360. Read any draft carefully before signing.

Talk to a California business litigation attorney

If a filing deadline is approaching while you negotiate, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is located at 327 Magnet, Irvine, CA 92618, and represents businesses in Orange County, Los Angeles, and throughout California.

This page provides general information about California law and is not legal advice. Outcomes depend on the claim, the dates, and the wording of the agreement.