MLA Capital, LLC v. Keagle

Filed 9/28/26 CERTIFIED FOR PUBLICATION COURT OF APPEAL, FOURTH APPELLATE DISTRICT DIVISION ONE STATE OF CALIFORNIA MLA CAPITAL, LLC et al., D086592 Plaintiffs and Appellants, (Super. Ct. No. CIVSB2203867) v. LINDA KEAGLE, Defendant and Respondent. APPEAL from a judgment of the Superior Court of San Bernardino County, Charlie L. Hill, Jr., Judge. Reversed. Lobb & Plewe, Tim Plewe, and Michael J. DeSantis for Plaintiffs and Appellants. Resnick & Louis and Robert A. Hufnagel for Defendant and Respondent. I INTRODUCTION In 2007, Linda Keagle (Linda) and her late husband Charles Keagle (Charles) took out a loan for $250,000 from MLA Capital, LLC (MLA Capital), and executed a promissory note with a maturity date of December 31, 2012. 1 The following year, the Keagles took out another loan for $200,000 from Encarnacion Alvarez (Encarnacion) and her late husband Frank Alvarez (Frank), and executed a promissory note with a maturity date of May 15, 2013. In 2022, MLA Capital and the Alvarezes sued Linda for allegedly failing to satisfy her payment obligations under the promissory notes. The trial court found the lawsuit was untimely, as a matter of law, and entered summary judgment for Linda. MLA Capital and Encarnacion (together, the plaintiffs) appeal the judgment in favor of Linda. They contend the trial court erroneously granted summary judgment because there is a triable issue of material fact concerning whether Linda authorized partial loan payments to the plaintiffs after the maturity dates of the loans, thereby restarting the applicable limitations period. We agree. Therefore, we reverse the judgment and instruct the trial court to vacate the order granting the motion for summary judgment and enter a new order denying the motion for summary judgment. II BACKGROUND A. Factual Background On November 30, 2007, the Keagles executed a promissory note with MLA Capital in the amount of $250,000, plus interest, in exchange for a loan in the same amount. The promissory note obligated the Keagles to make interest-only monthly loan repayments beginning December 31, 2007, until December 31, 2012, at which time all outstanding interest and principal 1 We refer to the individual parties by their first names for the sake of clarity. No disrespect is intended. 2 would become due and payable. This promissory note will hereafter be referred to as Note One. 2 On May 15, 2008, the Keagles executed a second promissory note with the Alvarezes, in the amount of $200,000, plus interest, in exchange for a loan in the same amount. The promissory note required the Keagles to make annual interest payments starting May 15, 2009, and repay the loan by May 15, 2013. This promissory note will hereafter be referred to as Note Two. The Keagles took out both loans to finance a restaurant venture in Corona. The Keagles did not repay the loans by their respective maturity dates of December 31, 2012 (Note One) and May 15, 2013 (Note Two). In fact, there is no indication in the record that the Keagles made any interest or principal payments on the loans before their maturity dates. On or about December 22, 2016, MLA Capital received a letter from Charles. The letter stated, “First let me apologize for taking so long to address the issue of the loan to Linda and myself in the amount of $250,000.” It explained that the Keagles had incurred legal costs and were paying a settlement to a former business partner concerning an unrelated matter. However, the letter further stated, “We can begin payments of a minimum of $2,000.00 per month to MLA Capital by December 2018.” The letter was typed on the letterhead of the C&C Organization, a company related to the Keagles and their restaurant businesses. At all relevant times, Linda had an ownership interest in the C&C Organization. 2 The parties later modified Note One to alter the interest rate of the loan, but all other terms and conditions of the loan remained the same. 3  On or about August 21, 2018, MLA Capital and the Alvarezes began receiving monthly checks from the C&C Organization. Each check to the Alvarezes was in the amount of $1,000 and signed by someone from the C&C Organization named Brody Main. With one exception, the checks to MLA Capital were each in the amount of $1,250 and also signed by Main. The one exception was a check to MLA Capital, dated March 25, 2019, in the amount of $20,000. Charles signed the $20,000 check, which included the following notation on it, “Note principal reduction.” Charles passed away on September 18, 2019. After Charles’ death, MLA Capital and the Alvarezes continued receiving monthly checks from the C&C Corporation until March 2020. B. Procedural Background MLA Capital and the Alvarezes filed the present lawsuit against Linda on February 16, 2022, alleging she failed to satisfy her payment obligations under the promissory notes. The operative first amended complaint asserted: (1) claims for breach of the promissory notes (counts 1 and 5); (2) common counts for money had and received (counts 2 and 6); (3) common counts for open book account (counts 3 and 7); and (4) common counts for account stated (counts 4 and 8). 3 Counts 1 through 4 pertain to Note One, while counts 5 through 8 relate to Note Two. 3 “ ‘A common count is not a specific cause of action …. [R]ather, it is a simplified form of pleading normally used to aver the existence of various forms of monetary indebtedness, including that arising from an alleged duty to make restitution under an assumpsit theory. [Citations.] When a common count is used as an alternative way of seeking the same recovery demanded in a specific cause of action, and is based on the same facts, the common count is demurrable if the cause of action is demurrable.’ ” (Berryman v. Merit Property Management, Inc. (2007) 152 Cal.App.4th 1544, 1559–1560.) 4  On August 12, 2024, Linda moved for summary judgment or, in the alternative, summary adjudication, on the ground that the complaint was untimely as a matter of law. Linda claimed the causes of action for breach of note, open book account, and account stated were subject to the four-year statute of limitations set forth in Code of Civil Procedure section 337, and the causes of action for money had and received were subject to the two-year statute of limitations set forth in Code of Civil Procedure section 339. According to Linda, the complaint was untimely because it was not filed until approximately nine and ten years after the maturity dates of the loans. Linda also claimed the monthly checks that the C&C Organization sent to the plaintiffs starting in August 2018 did not give rise to a triable issue of material fact that the limitations period was tolled and restarted under Code of Civil Procedure section 360. She argued the limitations period expired before the C&C Organization sent the payments (assuming a two-year or four-year statute of limitations applied) and, in any event, the checks were not an acknowledgement on her part of her outstanding debts. In particular, she highlighted that the checks were issued by the C&C Organization (not her personally), they did not reference the promissory notes, and they were not personally signed by her. Together with her motion for summary judgment, Linda filed a declaration from her trial counsel and exhibits including the promissory notes, copies of the checks and check stubs that the C&C Organization sent to the plaintiffs, and excerpts from the depositions of Encarnacion and Elizabet Tessier, MLA Capital’s managing member and the Alvarezes’s daughter. Linda also filed a declaration averring that she did not authorize or instruct the C&C Organization to send payments to the plaintiffs, and she did not know why the C&C Organization had sent the checks to them. 5  The plaintiffs opposed the motion and claimed there was a triable issue concerning the timeliness of the complaint. 4 They argued the causes of action were subject to the six-year statute of limitations set forth in California Uniform Commercial Code section 3118, and they received checks from the C&C Organization within six years of the maturity dates of the loans. According to the plaintiffs, there was a triable issue of material fact concerning whether the checks constituted partial loan repayments that extended and restarted the statute of limitations. They emphasized that Charles had sent MLA Capital a letter on C&C Organization letterhead stating that loan repayments could begin by December 2018, Linda had an ownership interest in the C&C Organization, and the plaintiffs continued receiving checks even after Charles passed away and left Linda as the sole debtor. Because the plaintiffs filed their lawsuit within six years of the date of the last check they received from the C&C Organization, they argued there was a triable issue of material fact concerning the timeliness of the lawsuit. Together with their opposition brief, the plaintiffs filed declarations from their trial counsel, Tessier, and Encarnacion, as well as exhibits including Linda’s written discovery responses, excerpts from their depositions, the promissory notes, the checks and check stubs they received from the C&C Organization starting on August 21, 2018, and the letter Charles sent to MLA Capital on or about December 22, 2016. Linda filed a reply in support of her motion for summary judgment, which principally argued that there was not a triable issue concerning the timeliness of the complaint because there was no evidence Linda personally 4 Frank passed away shortly before Linda moved for summary judgment. 6 issued or signed the checks the C&C Organization sent the plaintiffs, and there was no admissible evidence showing the purpose of the checks. The trial court held a hearing and granted the summary judgment motion from the bench. The court did not specify the applicable limitations period for each cause of action. However, the court ruled the evidence did not give rise to a triable issue that Linda had agreed to bear responsibility for the loans after they matured; therefore, the statute of limitations was not tolled or restarted. In particular, the court opined that there was no evidence showing Linda knew about the payments from the C&C Organization or instructed the company to make such payments. Under the court’s logic, the absence of a material dispute regarding the tolling and restarting of the limitations period rendered the complaint untimely as a matter of law. III DISCUSSION The plaintiffs challenge the summary judgment ruling that the complaint is untimely as a matter of law. They argue the complaint is subject to a six-year statute of limitations and there is a triable issue of material fact concerning whether their receipt of payments from the C&C Organization tolled and restarted the statute of limitations, thereby rendering the complaint timely. By contrast, Linda claims the complaint is untimely, as a matter of law, because it is subject to a shorter statute of limitations that expired before the plaintiffs received payments from the C&C Organization and, in any event, the payments did not restart the limitations period. For reasons we shall explain, we agree with the plaintiffs. A. Legal Standards “The summary judgment procedure is directed at whether there is evidence that requires the fact-weighing procedure of a trial. ‘ “[T]he trial 7 court in ruling on a motion for summary judgment is merely to determine whether such issues of fact exist, and not to decide the merits of the issues themselves.” [Citation.] The trial judge determines whether triable issues of fact exist by reviewing the affidavits and evidence before him or her and the reasonable inferences which may be drawn from those facts.’ [Citation.] However, a material issue of fact may not be resolved based on inferences if contradicted by other inferences or evidence.” (Truong v. Glasser (2009) 181 Cal.App.4th 102, 109 (Truong).) “To prevail on a motion for summary judgment, a defendant must show one or more elements of the plaintiff’s cause of action cannot be established or there is a complete defense to that cause of action. [Citation.] The evidence of the moving party is strictly construed and that of the opponent liberally construed, and any doubts as to the propriety of granting the motion are to be resolved in favor of the party opposing the motion. [Citation.] The trial court does not weigh the evidence and inferences, but instead merely determines whether a reasonable trier of fact could find in favor of the party opposing the motion, and must deny the motion when there is some evidence that, if believed, would support judgment in favor of the nonmoving party. [Citation.] Consequently, summary judgment should be granted only when a moving party is entitled to judgment as a matter of law.” (Truong, supra, 181 Cal.App.4th at p. 109.) “Because a motion for summary judgment raises only questions of law, we independently review the parties’ supporting and opposing papers and apply the same standard as the trial court to determine whether there exists a triable issue of material fact. [Citations.] In practical effect, we assume the role of a trial court and apply the same rules and standards governing a trial court’s determination of a motion for summary judgment. [Citation.] We 8 liberally construe the evidence in support of the party opposing summary judgment [citation], and assess whether the evidence would, if credited, permit the trier of fact to find in favor of the party opposing summary judgment under the applicable legal standards.” (Truong, supra, 181 Cal.App.4th at pp. 109–110.) B. The Statute of Limitations is Six Years Our first task is to identify the statute of limitations applicable to the causes of action. We begin with the claims for breach of the promissory notes (counts 1 and 5). Linda contends these claims are subject to the four-year statute of limitations governing claims for breach of a written contract. (Code Civ. Proc., § 337, subd. (a).) In response, the plaintiffs argue the claims are subject to the six-year statute of limitations governing actions to enforce obligations to pay a note payable at a definite time. (Cal. U. Com. Code, § 3118, subd. (a)). The plaintiffs are correct. Code of Civil Procedure section 337 provides a general four-year statute of limitations for an action based on a written contract. It states that, except as otherwise provided, a four-year statute of limitations governs “[a]n action upon any contract, obligation or liability founded upon an instrument in writing.” (Code Civ. Proc., § 337, subd. (a).) Because the promissory notes are written contracts, the four-year statute of limitations, by its terms alone, would seemingly apply to the claims for breach of the promissory notes. The statute of limitations on which the plaintiffs rely, California Uniform Commercial Code section 3118, subdivision (a), is codified in Chapter 1 (“General Provisions and Definitions”) of Division 3 (“Negotiable Instruments”) of the California Uniform Commercial Code. It provides that, subject to an exception not relevant here, “an action to enforce the obligation of a party to pay a note payable at a definite time shall be commenced within 9 six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the accelerated due date.” There is no dispute between the parties that the promissory notes at issue are negotiable instruments and notes payable at a definite time. 5 Indeed, Note One required the Keagles to pay “all outstanding interest and principal” to MLA Capital on or before December 31, 2012, while Note Two required the Keagles to pay the Alvarezes in full on or before May 15, 2013. Thus, California Uniform Commercial Code section 3118, subdivision (a), also applies, by its plain terms, to the claims for breach of the promissory notes. Because both statutes of limitation seemingly apply to the plaintiffs’ claims, and thus conflict with one another, we must turn to the “well-settled principle that a more recent and more specific statute controls over an earlier and more general one.” (David M. v. Beverly Hospital (2005) 131 Cal.App.4th 1272, 1279.) “ ‘ “Under settled rules of statutory construction, ‘a general provision is controlled by one that is special, the latter being treated as an exception to the former. A specific provision relating to a particular subject will govern in respect to that subject, as against a general provision, although 5 Subject to exceptions not pertinent here, a “ ‘negotiable instrument’ means an unconditional promise … to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it is all of the following: [¶] (1) Is payable to bearer or to order at the time it is issued or first comes into possession of a holder. [¶] (2) Is payable on demand or at a definite time. [¶] (3) Does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money ….” (Cal. U. Com. Code, § 3104, subd. (a).) A promise “is ‘payable at a definite time’ if it is payable … at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order is issued.” (Cal. U. Com. Code, § 3108, subd. (b).) 10 the latter, standing alone, would be broad enough to include the subject to which the more particular provision relates.’ [Citation.] This rule applies to statutes of limitations and consequently a specific statute must take precedence over general statutes of limitation.” ’ ” (Krieger v. Nick Alexander Imports, Inc. (1991) 234 Cal.App.3d 205, 214; see Malaga County Water Dist. v. State Water Resources Control Bd. (2020) 58 Cal.App.5th 447, 470 [“where two potential limitation periods conflict, the more recent and more specific limitation period will generally control”].) Here, the six-year statute of limitations set forth in California Uniform Commercial Code section 3118, subdivision (a), is unquestionably more specific than the general four-year statute of limitations provided by Code of Civil Procedure section 337, subdivision (a), as the former applies only to an action to enforce a particular type of contract—a note payable at a definite time. The six-year statute of limitations is also the more recent of the two enactments. The four-year statute of limitations has existed since the first legislative session in 1850 (Stats. 1850, ch. 127, § 17), and it was first codified when the Legislature adopted the Code of Civil Procedure in 1872 (Code Civ. Proc., § 337, as enacted by Code Civ. Proc. of 1872). Meanwhile, it appears the Legislature first enacted the six-year statute of limitations in California Uniform Commercial Code section 3118, subdivision (a), when it adopted a revised version of Division 3 of the California Uniform Commercial Code (Cal. U. Com. Code, § 3101 et seq.) in 1992. (Stats. 1992, ch. 914, § 6.) Because the six-year statute of limitations is more specific and recent than the four-year statute of limitations, the six-year statute of limitations takes precedence. (See LBF Travel Management Corp. v. DeRosa (S.D. Cal., Mar. 26, 2024, No. 20-cv-2404-MMA-SBC) 2024 U.S. Dist. Lexis 54341, at *22, fn. 6 [applying California Uniform Commercial Code section 3118 to 11 claim for breach of promissory note because it was “newer and more specific” than Code of Civil Procedure section 337]; Oropeza v. State Farm Bank (N.D. Cal., Jan. 31, 2018, No. 17-cv-06920-SK) 2018 U.S. Dist. Lexis 248795, at *12 [applying California Uniform Commercial Code section 3118 to claim for breach of credit agreement, rather than Code of Civil Procedure section 337]; 43 Cal. Jur. 3d (2026) Limitation of Actions, § 37 [describing California Uniform Commercial Code section 3118 as an exception to Code of Civil Procedure section 337]; 5 Miller & Star, Cal. Real Estate (4th ed. 2025) Deeds of Trust and Mortgages, § 13:111 [“The statute of limitations on a written instrument is ordinarily four years, but the statute of limitations for a claim on a promissory note is six years”].) Therefore, plaintiffs’ claims for breach of the promissory notes are subject to a six-year statute of limitations. 6 The common counts for money had and received (counts 2 and 6), open book account (counts 3 and 7), and account stated (counts 4 and 8) are subject to the same six-year statute of limitations. “ ‘To determine the statute of limitations which applies to a cause of action it is necessary to identify the nature of the cause of action, i.e., the “gravamen” of the cause of action. [Citations.] “[T]he nature of the right sued upon and not the form of action nor the relief demanded determines the applicability of the statute of limitations under our code.” ’ ” (Gutierrez v. Tostado (2025) 18 Cal.5th 222, 6 Without explanation or citation to the appellate record, Linda argues the six-year statute of limitations does not apply because “this matter does not concern a commercial transaction,” and “there is very little illustrative case law” applying California Uniform Commercial Code section 3118. However, she provides no analysis or support for these cursory assertions. She also does not respond to the plaintiffs’ well-founded contention that, in the case of conflicting statutes of limitations, the newer and more specific statute generally takes precedence over the older and more general statute. 12 231; see Professional Collection Consultants v. Lauron (2017) 8 Cal.App.5th 958, 968 [“It is the substance of the action, rather than the form of the pleading or the labels employed, that governs.”].) Therefore, where “common counts (e.g., ‘account stated,’ ‘open book account,’ ‘services rendered,’ ‘money had and received,’ etc.) are merely pleading devices, … the suit is subject to whatever statute of limitations governs the underlying claim.” (Banke & Segal, Cal. Practice Guide: Civil Procedure Before Trial, Statute of Limitations (The Rutter Group 2026) ¶ 2:5.1.) In the present case, the gravamen of all the common counts is the underlying claim that Linda breached her payment obligations under the promissory notes, which were notes payable at a definite time. In short, the common counts are derivative of, and ancillary to, the claims for breach of the promissory notes. Thus, the common counts are subject to the same six-year statute of limitations governing the claims for breach of the promissory notes. (See Creditors Collection Service v. Castaldi (1995) 38 Cal.App.4th 1039, 1043 [analyzing nature of claim to identify statute of limitations governing common count for money had and received]; First Nationwide Savings v. Perry (1992) 11 Cal.App.4th 1657, 1670 [same]; Holtzendorff v. Housing Authority of Los Angeles (1967) 250 Cal.App.2d 596, 635–636 [same]; Professional Collection Consultants v. Lauron (2017) 8 Cal.App.5th 958, 967– 971 [same, for common counts of open book account and account stated].) Having determined that six years is the limitations period for the plaintiffs’ claims, we now address the timeliness of those claims under the facts presented. As noted, the statute of limitations provides that claims within the purview of the statute must “be commenced within six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the accelerated due date.” (Cal. U. Com. Code, § 3118, 13 subd. (a).) There is no indication in the record that the due dates of the promissory notes were accelerated. Therefore, unless the six-year statute of limitation was tolled or restarted, the plaintiffs were required to assert their claims related to Note One within six years of the loan’s maturity date of December 31, 2012—i.e., on or before December 31, 2018. And they were required to bring their claims related to Note Two within six years of that loan’s maturity date of May 15, 2013—i.e., on or before May 15, 2019. However, the plaintiffs did not file the present lawsuit until February 16, 2022. Therefore, the complaint would be untimely as a matter of law—unless there is a genuine issue of fact concerning whether the statute of limitations was tolled and/or restarted before it expired. C. There is a Triable Issue of Fact Concerning Whether Plaintiffs’ Receipt of Monthly Payments Tolled and Restarted the Statute of Limitations The plaintiffs claim there is a triable issue as to whether their receipt of monthly checks from the C&C Organization between August 2018 and March 2020 constituted partial loan repayments that tolled and restarted the statute of limitations under Code of Civil Procedure section 360. We agree. Code of Civil Procedure section 360 provides, “No acknowledgment or promise is sufficient evidence of a new or continuing contract, by which to take the case out of the operation of this title, unless the same is contained in some writing, signed by the party to be charged thereby, provided that any payment on account of principal or interest due on a promissory note made by the party to be charged shall be deemed a sufficient acknowledgment or promise of a continuing contract to stop, from time to time as any such payment is made, the running of the time within which an action may be commenced upon the principal sum or upon any installment of principal or 14 interest due on such note, and to start the running of a new period of time, but no such payment of itself shall revive a cause of action once barred.” Under this statute, “ ‘part payment of a debt or obligation is sufficient to extend the bar of the statute. The theory on which this is based is that the payment is an acknowledgment of the existence of the indebtedness which raises an implied promise to continue the obligation and to pay the balance.’ ” (Young v. Sorenson (1975) 47 Cal.App.3d 911, 914, quoting Martindell v. Bodrero (1967) 256 Cal.App.2d 56, 59 (Martindell); see Eilke v. Rice (1955) 45 Cal.2d 66, 73 (Eilke) [“The acknowledgment of a debt before the statute has run … merely continues the original obligation through a new statutory period.”].) When Code of Civil Procedure section 360 applies, it not only “stop[s] … the running of the time within which an action may be commenced,” it also “start[s] the running of a new [limitations] period.” (Code Civ. Proc., § 360; see Amen v. Merced County Title Co. (1962) 58 Cal.2d 528, 533 [Code of Civil Procedure section 360 “start[s] the statute [of limitations] running anew”]; Schriber v. Alameda County-East Bay Title Ins. Co. (1958) 156 Cal.App.2d 700, 704 [“Under Code of Civil Procedure, section 360 [a] payment start[s] the running of the statute [of limitations] afresh”]; see Banke & Segal, Cal. Practice Guide: Civil Procedure Before Trial, Statute of Limitations, supra, ¶ 1:155 [if the limitations period has not expired, “payment of principal or interest on a promissory note stops the running of the statute on any past- due installment and starts the running of a new statutory period of time”].) In response to the plaintiffs’ argument that their receipt of payments tolled and restarted the statute of limitations, Linda contends the plaintiffs cannot rely on Code of Civil Procedure section 360 because the statute of limitations and the tolling statute are set forth in different codes. Without 15 providing any cogent analysis or legal support for her assertion, Linda states that the “Code of Civil Procedure does not apply to the Commercial Code,” and the two codes “do not work in coordination with one another.” Although we have been unable to locate published in-state decisions applying Code of Civil Procedure section 360 to toll or restart the statute of limitations set forth in California Uniform Commercial Code section 3118, in- state and out-of-state authorities suggest it is permissible to do so. The comments to the Uniform Commercial Code (on which the California Uniform Commercial Code is based) state that “the only purpose” of section 3118 (the Uniform Commercial Code analogue to California Uniform Commercial Code section 3118) is “to define the time within which an action to enforce an obligation, duty, or right arising under Article 3 must be commenced.” (Cal. U. Com. Code, foll. § 3118, com. 1.) It adds that the provision “does not attempt to state all rules with respect to a statute of limitations,” and specifically notes that “the circumstances under which the running of a limitations period may be tolled is left to other law” pursuant to section 1103 (the Uniform Commercial Code analogue to California Uniform Commercial Code section 1103). 7 (Ibid.) California Uniform Commercial Code section 1103, in turn, states that existing “principles of law and equity” continue to “supplement” the California Uniform Commercial Code, “[u]nless displaced by the particular provisions” of the code. (Cal. U. Com. Code, § 1103, subd. (b).) 7 Official Comments on the Uniform Commercial Code are persuasive when the Legislature adopts the code section in question as written. (See Zengen, Inc. v. Comerica Bank (2007) 41 Cal.4th 239, 248.) 16  Considered together, these authorities illustrate that, in the absence of statutory language suggesting otherwise, traditional principles of law and equity governing tolling—like those codified in the partial debt payment tolling provisions of Code of Civil Procedure section 360—apply to the statutes of limitation set forth in the California Uniform Commercial Code. (See Cadle Co. v. World Wide Hospitality Furniture, Inc. (2006) 144 Cal.App.4th 504, 514, fn. 8 [applying tolling provision set forth in Code of Civil Procedure section 360.5 to action for breach of agreement subject to six- year statute of limitations set forth in California Uniform Commercial Code section 3118].) For her part, Linda presents us with no reasoned argument or legal authority suggesting otherwise, nor does she provide us with any reasoned and legally supported argument that the California Uniform Commercial Code contains any relevant limitations on the application of tolling statutes such as Code of Civil Procedure section 360. Further, numerous courts from other states have applied state tolling provisions like Code of Civil Procedure 360—i.e., tolling provisions that extend and restart statutes of limitations based on partial debt payments—to claims governed by those states’ versions of the Uniform Commercial Code. (See Dale K. Barker Co. PC CPA Profit Sharing Plan v. Turner (Utah Ct. App. 2021) 500 P.3d 940, 945 [“Utah Code section 70A-3-118 … is indeed subject to and supplemented by our tolling provision for partial payments”]; Zelby Holdings, Inc. v. VideogeniX, Inc. (Mass. App. Ct. 2017) 92 Mass.App.Ct. 86, 87 [“the common-law partial payment rule applies to actions subject to the six-year statute of limitations” in the Uniform Commercial Code]; Hughes v. Hughes (Montana 2013) 370 Mont. 499, 504 [“Nothing in the language of [the partial debt payment tolling provision] precludes its application to contracts made pursuant to the Uniform 17 Commercial Code, to specific types of debts, or to a promissory note.”]; Keota Mills & Elevator v. Gamble (Okla. 2010) 243 P.3d 1156, 1161 [Oklahoma’s tolling provision, “which provides that partial payment extends or revives the statute of limitations … applies to the UCC”]; Skaneateles Savings Bank v. Modi Associates (N.Y. App. Div. 1998) 239 A.D.2d 40, 43 [“The adoption of the UCC does not alter the effect of a payment of principal or interest”]; accord JSA Financial Corp. v. Quality Kitchen Corp. (2009 Conn. App. Ct.) 113 Conn.App. 52, 55–60 [debtor’s partial debt payment extended statute of limitations for bringing claim against guarantor for nonpayment on note].) Consistent with these persuasive out-of-state authorities, we hold that the partial debt payment provisions of Code of Civil Procedure section 360 apply to causes of action governed by California Uniform Commercial Code section 3118. (See Turbinator, Inc. v. Superior Court (1995) 33 Cal.App.4th 443, 450, fn. 4 [“It is generally recognized that uniformity in construction of the [Uniform Commercial] Code provisions in the various states is highly desirable, and that decisions from other states constitute strong persuasive authority.”].) Therefore, we turn now to the question of whether, on the summary judgment record pending before us, there is a triable issue of fact that the payments the C&C Organization sent to the plaintiffs constituted partial payments on the Keagles’ outstanding debts, thus extending and restarting the statute of limitations applicable to the plaintiffs’ claims. Linda argues these payments did not extend or restart the statute of limitations because the payments were not accompanied by a signed written acknowledgement of her debt obligations or a written promise to pay off the balance of the debt. In support of this claim, Linda relies on the first portion of the statute, which states, “No acknowledgment or promise is sufficient evidence of a new or continuing contract, by which to take the case out of the 18 operation of this title, unless the same is contained in some writing, signed by the party to be charged thereby.” (Code Civ. Proc., § 360.) However, Linda’s argument ignores the entire second part of the statute, which provides an exception to this general rule for partial debt payments. It states “that any payment on account of principal or interest due on a promissory note made by the party to be charged shall be deemed a sufficient acknowledgment or promise of a continuing contract to stop, from time to time as any such payment is made, the running of the time within which an action may be commenced upon the principal sum or upon any installment of principal or interest due on such note, and to start the running of a new period of time.” (Code Civ. Proc., § 360.) Under this part of the statute, a partial payment of debt under a promissory note, made within the specified timeframe, is a sufficient acknowledgement of the debt without a separate signed writing. (Eilke, supra, 45 Cal.2d at pp. 72–73 [the 1947 amendments to Code of Civil Procedure section 360 “reject[ed] the requirement of a writing to prove an acknowledgment by part payment”].) Because a separate signed writing is unnecessary in such cases, we reject Linda’s claim that the lack of a signed writing in this case automatically brings the case outside the scope of Code of Civil Procedure section 360. Relying on the trial court’s summary judgment ruling, Linda also claims the evidence does not reasonably permit a trier of fact to conclude that she sent or authorized the checks to the plaintiffs as partial payments on the promissory notes. In particular, she notes that the C&C Organization sent the checks to the plaintiffs (not her in her individual capacity), there is no direct evidence she instructed the C&C Organization to send the checks on her behalf, and there is no direct evidence that the purpose of the checks was to pay down her debt obligations. 19  The partial payment tolling statute applies whenever a qualifying partial debt payment is made “by the party to be charged.” (Code Civ. Proc., § 360.) Our courts have interpreted this language to allow tolling when a partial payment is made by the debtor or a third-party agent authorized to act on the debtor’s behalf. (Martindell, supra, 256 Cal.App.2d at pp. 59–61 [payments made by corporation were partial payments on behalf of individual directors who executed promissory note]; Bullock v. Simon (1955) 132 Cal.App.2d Supp. 881, 884 [“ ‘A part payment, in order to be efficient to toll the statute of limitations or remove the bar, must have been made as part payment of the obligation in question by the obligor, or by some one at his direction, and under such circumstances as to amount to an acknowledgment of an existing liability on such obligation.’ ”]; 3 Witkin, California Procedure (6th ed. 2026) Actions, § 816, p. 1011 [partial debt payment “must be made by the debtor or the debtor’s authorized agent”]; see Moore v. Gould (1907) 151 Cal. 723, 726–729 [written acknowledgment of debt by attorney in fact triggered new statute of limitations period]; Carlton Browne & Co. v. Superior Court (1989) 210 Cal.App.3d 35, 45 [“a written acknowledgment or promise of a debt signed by an authorized agent has been held to constitute a writing signed by the ‘party to be charged’ within the meaning of section 360”].) With these principles in mind, we conclude the evidence established a triable issue that the C&C Organization sent the checks to the plaintiffs as partial payments on Linda’s outstanding debt. The record contains a letter that Charles sent to MLA Capital in 2016, which apologized “for taking so long to address the issue of the loan” provided by MLA Capital. Charles added that “we” (referring to both he and Linda) could begin making payments on the loan by no later than December 2018. Then, according to 20 the checks and check receipts contained in the record, the C&C Organization began sending monthly checks to both MLA Capital and the Alvarezes shortly before December 2018, and those checks continued until March 2020. One check, signed by Charles, clearly indicated it was intended to be a loan payment, as it stated, “Note principal reduction.” Tessier (MLA Capital’s managing member) and Encarnacion also understood the checks to be loan payments, as they submitted declarations in the trial court describing the checks as payments on Linda’s debts. Further, there is no evidence suggesting the checks were sent for any purpose other than the repayment of Linda’s debts. On this record, we conclude there is a triable issue that the checks were sent to the plaintiffs as partial payments on Linda’s debts. The evidence also established a triable issue that Linda authorized the checks that were sent to the plaintiffs. Several pieces of evidence support this conclusion. First, as noted, Charles’ letter to MLA Capital used the plural “we,” indicating that he and Linda both would start repaying their debt by December 2018. Second, the checks that were sent to the plaintiffs were issued by the C&C Organization, a company related to the Keagles and their restaurant businesses. Linda had an ownership interest in the company at all times relevant to this lawsuit, including when it sent the monthly checks to the plaintiffs