Tolling Agreement
(Statute of Limitations) (MA)

Summary

This template tolling agreement can be used to toll a statute of limitations applicable to existing claims in a Massachusetts civil action. This template includes practical guidance, drafting notes, and an alternate clause. The purpose of a tolling agreement is to suspend the period of time in which parties must legally bring a lawsuit. A tolling agreement extends the filing deadline and allows parties to negotiate and possibly resolve their dispute without litigation. A statute of limitations prescribes the time period when a cause of action must be brought, and is legislatively specified. Klein v. Catalano, 437 N.E.2d 514 (Mass. 1982). The statute of limitations sets the time for bringing a claim, but Massachusetts common law determines when the cause of action accrues and thus when the limitations period begins to run. Parr v. Rosenthal, 57 N.E.3d 947, 956 (Mass. 2016) (citations omitted). The date of “accrual” depends on the subject matter of the action, and is left for judicial interpretation. Id. Massachusetts courts consider statutes of limitation as procedural measures that normally govern the time within which legal proceedings must be commenced after the cause of action has accrued. Cosme v. Whitin Mach. Works, 632 N.E.2d 832, 834 (Mass. 1994). Statutes of repose, however, are substantive in that they completely eliminate a cause of action after the prescribed time period is expired. Id. For more information on statutes of limitations, see Statutes of Limitations Chart (MA). For more information on deadlines in litigation, see Computing and Extending Time in Litigation (MA). For a related checklist, see Computing and Extending Time in Litigation Checklist (MA). If you need to toll a statute of repose rather than a statute of limitations, see Tolling Agreement (Statute of Repose) (MA).