You’ve been asked to sign a tolling agreement while a business dispute is still being negotiated. A tolling agreement is a written deal that pauses the clock on the time you have to file a lawsuit or arbitration demand. It doesn’t settle the dispute or decide who is right. Whether signing helps or hurts depends on its exact dates, claims, and termination terms, so read every line before you sign.
What a Tolling Agreement Is
A tolling agreement is a written contract between the parties to a dispute. It pauses a legal deadline for a set time or until a stated event happens. Both sides usually sign it so they can keep talking without a case on file.
The other side often proposes one during negotiations, after a demand letter, or when both sides want more time to gather records. It doesn’t admit liability, and it doesn’t decide the merits. It only changes when a lawsuit or arbitration demand has to be filed.
Think of it as a pause button, not an ending. When the pause ends, the same claims and defenses are still in play, unless the agreement says otherwise. That is why the wording matters so much.
If another party has handed you a tolling agreement while your contract, construction, or lease dispute is still open, our team can talk through its terms with you before you sign. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
How a Tolling Agreement Affects the Statute of Limitations in Florida
Timing questions in a business dispute can be complicated, so it is worth discussing them with a lawyer early. Florida sets filing deadlines in Chapter 95 of the Florida Statutes, and the deadline depends on the type of claim. For example, § 95.11 sets a four-year period for actions founded on a statutory liability, and for injury claims founded on the design, manufacture, distribution, or sale of personal property that is not permanently incorporated in an improvement to real property. Under § 95.031(1), a cause of action accrues when its last element occurs, so the clock may have started earlier than you expect.
Section 95.051 lists events that pause the clock, such as a pending arbitral proceeding under § 95.051(1)(g). A signed tolling agreement works through the parties’ contract, so its own dates and wording decide how much time it adds. Read how it measures the pause: from which date, to which end date, and whether time already used before signing counts.
Suppose a subcontractor’s claim has three years left. A tolling agreement that ends a few months later may leave the claim open. An agreement that ends sooner may not. If a deadline passes before you sign, the agreement may not bring it back, so timing matters as much as wording.
Why the Other Side Asks for One
The other side usually asks for a tolling agreement to keep settlement talks open without a filed case. A party that may owe money often wants time to review invoices, change orders, or contract records. A party with a claim may ask for one to avoid filing a protective suit while it gathers proof.
Florida law gives some protection to these talks. Under Fla. Stat. § 90.408, evidence of an offer to compromise a disputed claim, as well as any relevant conduct or statements made in negotiations concerning a compromise, is inadmissible to prove liability or the claim’s value.
These requests come up in common business settings. Contract and shareholder disagreements often stall while owners sort out the facts. Construction payment and lien disputes involve many documents and parties. Commercial lease claims, such as a dispute over a security deposit, may also start with talks. A tolling agreement gives everyone room to negotiate without a race to the courthouse.
What Signing Can Cost You
Signing can cost you time you would otherwise use to file. It also gives the other side more time to build its claim while your own deadlines are paused. That delay can cut both ways.
Watch for terms that narrow your position. A waiver of defenses, a list of covered claims that leaves out a counterclaim, or a clause that ends tolling if the other side files first can all shift leverage. Say the other side files first under such a clause. Your pause ends that day, and you may need to respond quickly.
Some agreements use mutual tolling, which pauses deadlines for both parties on the same claims. A one-sided agreement protects only one party. Those differences change your risk, so review them before you sign.
Whether signing makes sense depends on the facts of your dispute, the limitations period that applies, and the strength of your evidence. Review those three things together, not one at a time.
Key Terms to Review Before Signing
Start with scope and duration. List the exact claims covered, the effective and end dates, and any automatic renewal or termination notice requirement. Confirm each party’s correct legal name, and check whether the agreement reaches affiliates, owners, or guarantors. Make sure the person signing has authority to bind the company.
Next, look at how the agreement ends. Clauses on termination notice and required response times decide how much time you actually have to file. If either side can end tolling early, you need to know how much notice you would get. An agreement that is unclear about its dates or claims can create the same risk as having no agreement at all.
If the dispute may go to arbitration, the American Arbitration Association describes arbitration as a binding method for resolving commercial disputes. The forum and claim terms deserve careful review for that reason. Also, under § 95.03, a contract provision that fixes a period shorter than the statute allows is void, so a term that tries to cut your time is one to question.
How This Applies to a Commercial Lease or Construction Dispute
A tolling request in a lease or construction dispute needs a deadline check before you agree to it. Construction claims carry their own timing rules. Under § 95.11, the period for a construction action generally runs from the earliest of the temporary certificate of occupancy, certificate of occupancy, certificate of completion, or abandonment date. For a latent defect, the period runs from when the defect is or should have been discovered, but the action must still be commenced within 7 years after that earliest date. Related counterclaims, cross-claims, and third-party claims may be brought up to 1 year after the pleading they relate to is served, even if they would otherwise be time-barred.
Lease disputes work differently. A claim over a commercial lease security deposit or an early termination can begin in negotiations. Tolling can give both sides room to talk, but the agreement should name the lease claims and the dates clearly. Our commercial lease security deposit dispute page covers those issues in more detail.
For a broader view of the commercial, contract, shareholder, construction, real estate, and international trade matters we handle in Florida courts and arbitration, see our business litigation overview.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Talk With Our Team About Your Tolling Request
If you’ve been handed a tolling agreement while a business, construction, or lease dispute is still open, talk it through before you sign. Ayala Law PA handles these matters, and Eduardo A. Maura is the responsible lawyer for this page. Our office is at 1646 W Snow Ave in Tampa, and we represent businesses in Tampa and Hillsborough County. Call (305) 570-2208 or reach us through our contact page.
We may refer a matter to another lawyer or firm where that fits the case. Results depend on the facts of each matter, and no outcome is promised.
