Indefinite Implied Tolling Extensions Are Unenforceable Under Texas Law (Even in FELA Cases)

1. Introduction

James Chapoy, a former railroad employee, sued Union Pacific Railroad under the Federal Employers' Liability Act (“FELA”), alleging asbestos-related injury. Chapoy was diagnosed with asbestosis in 2012, triggering FELA’s three-year limitations period under 45 U.S.C. § 56 (accrual when the plaintiff knew or should have known of injury and cause). In 2014, Chapoy submitted a claim into a pre-existing “master tolling agreement” framework between Union Pacific and his counsel. That written tolling agreement suspended limitations for one year from the claim’s “tolling date,” and allowed termination/withdrawal with notice.

Chapoy did not file suit until 2020—roughly five years after the one-year tolling period would have ended if not extended. The critical issue on this second appeal was narrow but consequential: whether Texas law would enforce a purported implied agreement—arising from the parties’ course of dealing—to extend the tolling period beyond its express one-year term.

Parties and posture

• Plaintiff–Appellant: James Chapoy
• Defendant–Appellee: Union Pacific Railroad, individually and as successor-in-interest to Southern Pacific Transportation Company
• Procedural posture: Summary judgment for Union Pacific; Fifth Circuit affirmed.

2. Summary of the Opinion

The Fifth Circuit affirmed summary judgment for Union Pacific. The court assumed without deciding that facts could support Chapoy’s theory that the parties’ conduct implied an extension of the tolling arrangement. Even so, the court held that any such implied extension would be unenforceable under Texas law because it would be indefinite—i.e., it lacked a defined end date and could continue forever if neither party gave termination notice. Texas public policy, as articulated by the Texas Supreme Court, permits tolling only for a “defined and reasonable amount of time” and treats “blanket” or indefinite waivers as void.

Because the tolling extension theory failed as a matter of law, Chapoy’s 2020 FELA lawsuit was time-barred.

3. Analysis

3.1. Precedents Cited

A. Prior Chapoy decisions and law-of-the-case

• Chapoy v. Union Pac. R.R., No. 22-40791, 2023 WL 6461252 (5th Cir. Oct. 4, 2023): This earlier Fifth Circuit decision established two controlling points for the later appeal: (1) the written tolling agreement unambiguously expired one year after the claim was filed (absent an extension), and (2) the only remaining escape hatch was whether “the parties agreed . . . to extend the tolling period,” which “may be express or implied under Texas law.” On the second appeal, the court treated the earlier interpretation of the written agreement as settled.
• Ball v. LeBlanc, 881 F.3d 346 (5th Cir. 2018): Cited for the law-of-the-case doctrine—issues decided in a prior appeal cannot be re-litigated on remand or in a subsequent appeal. This foreclosed Chapoy’s attempt to reframe the original agreement as requiring notice to end “serial, one-year extensions.”
• Chapoy v. Union Pac. R.R. Co., No. 20-CV-169, 2024 WL 442106 (S.D. Tex. Jan. 18, 2024): The district court on remand concluded that course-of-performance evidence could suggest the parties behaved as though the agreement remained in effect, but it held any implied extension would be unenforceable because it could only be read as indefinite. The Fifth Circuit agreed with that enforceability conclusion.

B. FELA limitations and summary judgment standards

• Gray v. Ala. Great S. R.R., 960 F.3d 212 (5th Cir. 2020): Provided (i) de novo review of summary judgment and (ii) a FELA-specific caution that summary judgment for a railroad is appropriate only when there is a “complete absence of probative facts” supporting a plaintiff verdict. Here, the panel treated enforceability as a question of law, making summary judgment appropriate.
• White v. Union Pac. R.R. Co., 867 F.3d 997 (5th Cir. 2017): Cited for the FELA accrual/limitations rule: three years from when the plaintiff knew or should have known of the injury and its cause.

C. Preservation doctrines: forfeiture vs waiver

• Celanese Corp. v. Martin K. Eby Constr. Co., 620 F.3d 529 (5th Cir. 2010): Used for the rule that arguments not raised in the district court generally are not considered on appeal.
• United States v. Olano, 507 U.S. 725 (1993): Cited to clarify terminology: “forfeiture” (failure to timely assert a right) versus “waiver” (intentional relinquishment). The panel characterized Chapoy’s new equitable-estoppel argument as forfeited and refused to consider it.

D. Texas public policy limits on tolling/limitations waivers

• Godoy v. Wells Fargo Bank, N.A., 575 S.W.3d 531 (Tex. 2019): The controlling Texas authority. Godoy held that contractual provisions that “purport to completely waive all limitations periods” without specificity and without a “reasonable time period limiting the waiver” are unenforceable as against public policy. The Fifth Circuit treated Godoy as dispositive: an implied extension with no defined end date functions like a blanket waiver.
• W.-S. Life Assurance Co. v. Kaleh, 879 F.3d 653 (5th Cir. 2018): Cited as Fifth Circuit application of Texas law consistent with Godoy’s principle that tolling must be for a defined and reasonable period.
• Duncan v. Lisenby, 912 S.W.2d 857 (Tex. App.—Houston [14th Dist.] 1995, no writ): Cited for the proposition that a “blanket” limitations waiver is void and for context on tolling-in-settlement disputes. The Fifth Circuit also distinguished Duncan: in Duncan, there was a genuine fact dispute about whether an oral tolling agreement existed and what its terms were; here, the written agreement’s terms were known and already interpreted, leaving only the legal question whether an indefinite implied extension is enforceable (it is not).

3.2. Legal Reasoning

A. Framing the dispositive question

The opinion proceeds in two steps:

1. What is the only viable tolling theory left? An earlier panel decision (Chapoy v. Union Pac. R.R., No. 22-40791, 2023 WL 6461252) foreclosed the argument that the written agreement automatically renewed in serial one-year extensions. Therefore, only an implied extension—created by the parties’ later conduct—could save Chapoy’s claim.
2. Is that implied extension enforceable under Texas law? The panel answered “no” because the only plausible construction of the alleged implied extension was that it had no defined end date and could persist indefinitely.

B. “Pretermitting” factual disputes to resolve enforceability as a matter of law

The district court had found evidence suggesting the parties behaved “as if the agreement remained in effect” (e.g., settlement of other time-barred claims without limitations talk; internal “live claim” listings; an email acknowledging withdrawal in 2020). Rather than re-litigate whether those facts amounted to an implied contract, the Fifth Circuit assumed arguendo that they did and held the implied contract would still be void. This is significant: the case turns not on whether conduct can imply an agreement, but on the public-policy constraints governing what such an implied tolling agreement may lawfully be.

C. Texas rule applied: tolling must be “defined and reasonable”

Under Godoy v. Wells Fargo Bank, N.A., 575 S.W.3d 531, parties may toll/waive limitations only for a defined and reasonable amount of time. If a waiver/tolling arrangement has no end point—so the claimant can sue “at any time in the future, no matter how distant”—it is void as against public policy.

Chapoy’s implied-extension theory, as presented, lacked any end date other than the possibility that one party might give notice to terminate. The court treated that structure as effectively perpetual: if neither side acted, tolling could “continue forever.” That is the hallmark of indefiniteness condemned by Godoy.

D. Why a terminable-at-will structure did not save the tolling extension

A central feature of Chapoy’s argument was that tolling could be ended by notice, so it was not “truly” indefinite. The court rejected that in practical effect: the arrangement still allows limitations to remain suspended without a defined endpoint, dependent solely on a party’s later choice to terminate. Texas public policy, as articulated in Godoy, demands a built-in temporal boundary—an identified, reasonable outer limit—not merely an option to end.

E. Preservation: equitable estoppel argument rejected

Chapoy attempted to argue on appeal that Union Pacific should be equitably estopped from asserting limitations. The panel declined to consider it because it was not raised below, applying Celanese Corp. v. Martin K. Eby Constr. Co., 620 F.3d 529 and clarifying the doctrine as “forfeiture” under United States v. Olano, 507 U.S. 725. This underscores a practical lesson in limitations litigation: tolling and estoppel theories must be pleaded and developed early, especially where summary judgment is likely.

3.3. Impact

A. For FELA practitioners litigating in Texas (or applying Texas contract law)

• Course-of-dealing evidence may be irrelevant if the implied term is indefinite. Even if conduct supports an inference that parties acted as though tolling continued, enforceability will fail if the alleged extension lacks a defined end date.
• “Rolling” or “evergreen” tolling theories are high-risk. A structure that renews indefinitely unless someone gives notice is vulnerable under Godoy as an impermissible blanket waiver.
• Drafting implication: Extensions should specify a clear end date or a bounded renewal mechanism with an outer limit (and should identify what claims/limitations periods are affected), to satisfy the “defined and reasonable” requirement.

B. For settlement practices and claims administration

• The decision discourages reliance on informal settlement processes as a substitute for formal tolling extensions. Internal treatment of a matter as “live,” or continuing discussions, may not preserve claims absent an enforceable, time-bounded agreement.
• Railroads/defendants and plaintiffs’ counsel should expect increased insistence on written, time-limited tolling amendments rather than informal understandings.

C. Doctrinal consolidation

The opinion reinforces the reach of Godoy v. Wells Fargo Bank, N.A., 575 S.W.3d 531 into the tolling-agreement context: even outside classic “limitations waiver” clauses, courts will invalidate arrangements that functionally allow suit at any time without a fixed terminal date.

4. Complex Concepts Simplified

• Statute of limitations (FELA): A deadline to file suit. Under 45 U.S.C. § 56, FELA claims generally must be filed within three years of accrual (when the plaintiff knew or should have known of injury and cause).
• Tolling agreement: A contract where parties agree to pause (“toll”) the running of the limitations clock for a period of time.
• Implied contract / course of dealing: An agreement inferred from conduct rather than explicit words. Here, Chapoy argued the parties’ behavior implied they extended tolling beyond the written term.
• Indefinite tolling / blanket waiver: A tolling or waiver arrangement with no built-in end date, effectively allowing suit far into the future. Texas deems this void as against public policy.
• Law-of-the-case doctrine: Once an appellate court decides an issue, the same parties generally cannot re-argue it in later stages of the same case (here, the meaning of the written agreement).
• Forfeiture vs waiver: “Forfeiture” is failing to raise an argument in time; “waiver” is intentionally giving it up. The panel treated the new equitable-estoppel theory as forfeited.
• Pretermitting an issue: A court declines to decide a potentially disputed point (e.g., whether an implied agreement existed) because another ground (unenforceability) resolves the case.

5. Conclusion

Chapoy v. Union Pacific Railroad applies Texas public policy limits on limitations waivers to alleged implied tolling extensions in a FELA setting. The Fifth Circuit’s decisive contribution is clarifying that, under Godoy v. Wells Fargo Bank, N.A., 575 S.W.3d 531, an implied tolling extension that lacks a defined end date—because it could continue indefinitely unless someone chooses to terminate—is unenforceable. As a result, continued settlement conduct and informal treatment of a claim as “live” cannot salvage a late-filed action where the only extension theory amounts to perpetual tolling. The practical takeaway is straightforward: to preserve claims, tolling extensions must be express (or at least provably definite) and must contain a specific, reasonable temporal boundary.