                     FOR PUBLICATION
  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT

JUDITH HATFIELD, on Behalf of               
Herself and All Others Similarly                    No. 07-55790
Situated,                                             D.C. No.
                Plaintiff-Appellant,
                                                   CV-05-08790-
                v.                                   SGL(PLAx)
HALIFAX   PLC and HBOS PLC,                           OPINION
             Defendants-Appellees.
                                            
         Appeal from the United States District Court
             for the Central District of California
         Stephen G. Larson, District Judge, Presiding

                  Argued and Submitted
          November 20, 2008—Pasadena, California

                         Filed May 8, 2009

   Before: Susan P. Graber and Richard R. Clifton, Circuit
       Judges, and David G. Trager,* District Judge.

                     Opinion by Judge Trager




   *The Honorable David G. Trager, United States District Court Judge for
the Eastern District of New York, sitting by designation.

                                 5399
                   HATFIELD v. HALIFAX PLC                  5403
                          COUNSEL

Eric Alan Isaacson, Coughlin Stoia Geller Rudman & Rob-
bins LLP, San Diego, California, for the plaintiff-appellant.

Philip L. Graham, Jr., Sullivan & Cromwell LLP, Los Ange-
les, California, for the defendants-appellees.


                          OPINION

TRAGER, District Judge:

   Judith Hatfield (“Hatfield”) appeals the decision of the
United States District Court for the Central District of Califor-
nia (“district court”) granting a motion to dismiss in favor of
Halifax PLC and HBOS PLC (the “Halifax Appellees”) on
statute of limitations grounds. Hatfield’s allegations stem
from a June 2, 1997, transaction in which Halifax Building
Society (“HBS”), of which Hatfield was a member, was con-
verted into a publicly traded company called Halifax PLC
(“Halifax”). Hatfield claims that she, and similarly situated
individuals, were deceived into believing that, upon comple-
tion of the transaction, they would be entitled to free shares
in Halifax, which they never received. The district court
found that Hatfield’s claims, brought eight-and-a-half years
after her causes of action arose, were barred by California’s
statutes of limitations, which are four years or less for each of
Hatfield’s claims. On appeal, Hatfield argues that: (1) this
action is governed by the English six-year statute of limita-
tions as provided by the choice of law provision in the Trans-
fer Agreement between HBS and Halifax; and (2) the six-year
limitations period was tolled by the filing of a previous class
action in New Jersey state court, making this action timely.
For the reasons stated below, we vacate the district court’s
decision concerning the untimeliness of Hatfield’s action, but
only with respect to Hatfield individually and members of the
putative class who are California residents.
5404                    HATFIELD v. HALIFAX PLC
                            BACKGROUND

   Hatfield was a member of HBS, a United Kingdom-based
building society. In January 1997, HBS sent a voting packet
and a “Transfer Document” to its nine million existing mem-
bers, including Hatfield, informing them that the building
society was converting into a publicly traded company called
Halifax. The Transfer Document provided that, if the conver-
sion was approved, each “qualifying member” would receive
free shares in Halifax. The Transfer Document also outlined
the conditions for member qualification, including the
requirement that a member needed to have a registered address1
in the United Kingdom or a “permitted territory.” The United
States was not considered a “permitted territory.”2 Approxi-
mately 8,000 members, including Hatfield, who resided in
Santa Barbara, California, had registered addresses in the
United States, which disqualified them from receiving the free
Halifax shares. On February 24, 1997, a majority of HBS
members, including Hatfield, voted in favor of the conver-
sion. The conversion then took place on June 2, 1997, at
which point the qualified members’ rights to the free shares
vested. The disqualified members received no shares.

 On June 2, 2003, Hatfield, along with three other former
HBS members who failed to qualify for the free shares, filed
  1
     “Registered Address” was defined in the Transfer Agreement as “the
address to which the Member . . . has requested that communications from
the Society be sent or (if he has not made such a request) the Member’s
. . . address in the Register of Members.”
   2
     The Transfer Document specifically stated:
         A person will only be entitled to receive, or be allocated, free
      shares if, as at midnight on the day before vesting day, he or she
      has a registered address in the UK or one of the permitted territo-
      ries. These are the territories where Halifax has identified a mate-
      rial number of customers and where the distribution of free shares
      would not result in a breach of local laws or require compliance
      with regulatory requirements which Halifax considers to be oner-
      ous.
                      HATFIELD v. HALIFAX PLC                      5405
a putative class action in New Jersey Superior Court (“New
Jersey state court action”) naming both Halifax and HBOS
PLC, which in 2001 became the sole owner of Halifax, as
defendants. The complaint primarily alleged that the plaintiffs
were wrongfully deprived of their right to share in the pro-
ceeds of the sale of HBS.

   On September 17, 2004, the New Jersey state court dis-
missed the entire action. On December 16, 2005, the New Jer-
sey Appellate Division upheld the dismissal as to Hatfield,
who resided outside of New Jersey at the time of the conver-
sion, because the court did not have general jurisdiction over
the Halifax Appellees, but it reversed the dismissal as to
claims brought against Halifax3 by the only named plaintiff
who was a New Jersey resident at the time of the transaction.
Hyams v. Halifax PLC, No. A-1078-04T3, 2005 WL
3441230, at *9 (N.J. Super. Ct. App. Div. Dec. 16, 2005).

   On December 16, 2005, the same day on which the New
Jersey Appellate Division issued its decision affirming Hat-
field’s dismissal from the New Jersey state court action, Hat-
field filed substantially the same putative class action against
the Halifax Appellees in the United States District Court for
the Central District of California (“the district court action”).
Hatfield purported to represent herself and all other similarly
situated plaintiffs who were wrongfully deprived of their right
to share in the proceeds of the sale of HBS. The putative class
was not limited to California residents.

  On October 31, 2006, the Halifax Appellees moved to dis-
miss Hatfield’s complaint, claiming that the district court
action was barred by the applicable California statutes of limi-
  3
    Although finding that the New Jersey courts may exercise specific
jurisdiction over the New Jersey plaintiff’s claims against Halifax, the
New Jersey Appellate Division remanded to the state court for a determi-
nation as to whether New Jersey could exercise specific jurisdiction over
HBOS.
5406                HATFIELD v. HALIFAX PLC
tations. In response, Hatfield argued that, because the choice
of law provision in the Transfer Agreement specified that the
agreement would be “governed by and construed under
English law,” the claims were subject to a six-year statute of
limitations starting from the conversion date. Hatfield further
claimed that the filing of the New Jersey state court action,
which was undertaken within the six-year English limitations
period, tolled the running of the statute of limitations, making
the district court action timely. The Halifax Appellees argued
that the choice of law provision does not apply to Hatfield’s
claims because: (1) she was not a party to the contract; and (2)
there is no indication that the parties to the agreement
intended that the choice of law provision would allow Hat-
field to take advantage of the longer English statute of limita-
tions.

   On April 25, 2007, the district court dismissed the action,
holding that Hatfield’s claims were barred by the California
statutes of limitations, which are four years or less for each of
Hatfield’s causes of action. Hatfield v. Halifax PLC, No. CV-
05-8790, slip op. at 5 (C.D. Cal. Apr. 25, 2007). The district
court refused to apply the six-year English statute of limita-
tions, despite the choice of law provision, reasoning that Hat-
field was not a party to the Transfer Agreement and that
“absent an express statement of intent, a standard choice of
law provision . . . will not be interpreted as covering a statute
of limitations.” The district court further held that, even if the
six-year limitations period applied, Hatfield’s action was late
by two-and-a-half years since neither the New Jersey state
court action nor the subsequent appeal tolled the limitations
period.

                        DISCUSSION

                               (1)

                        Choice of Law

  [1] At the outset, the Halifax Appellees argue that Hatfield
cannot enforce the choice of law provision because she was
                        HATFIELD v. HALIFAX PLC                          5407
not a party to the Transfer Agreement. Hatfield correctly
replies that there is a provision in the Transfer Agreement that
specifically permits members, such as herself, to enforce the
contract. The Transfer Agreement provides that

      each of such Qualifying Investing Members, Quali-
      fying Borrowing Members, Investing Members, Bor-
      rowing Members, the officers of the society or SCB
      members, as the case may be, shall be entitled sever-
      ally to enforce his rights in respect of any of those
      rights against the Society or the Successor . . . as if
      he had been a party to this Agreement.

Emphasis added. Under either English4 or California law, as
an express third- party beneficiary, Hatfield has the right to
enforce a contract made expressly for her benefit, here, the
relevant Transfer Agreement. Cal. Civ. Code § 1559 (“A con-
tract, made expressly for the benefit of a third person, may be
enforced by himat any time before the parties thereto rescind
it.”). “The intent of the contracting parties to benefit expressly
that third party must appear from the terms of the contract.”
Kaiser Eng’rs, Inc. v. Grinnell Fire Prot. Sys. Co., 219 Cal.
Rptr. 626, 629 (Ct. App. 1985). Hatfield was clearly a third-
party beneficiary to the Transfer Agreement such that, under
California law, she can enforce the choice of law provision.

   The Halifax Appellees argue that, even if Hatfield is a
third-party beneficiary to the Transfer Agreement, there is no
indication that the parties intended to allow Hatfield to take
advantage of the six-year statute of limitations established
under English law. In determining the enforceability of a
  4
    Although the issue of whether Hatfield can enforce the contract as a
third-party beneficiary should be decided under English law, neither party
has provided the court with information regarding the relevant English
law. Nonetheless, a cursory examination of English law suggests that “a
person who is not a party to a contract (a ‘third party’) may in his own
right enforce a term of the contract if - - (a) the contract expressly provides
that he may.” Contract (Rights of Third Parties) Act, 1999, ch. 31, § 1.
5408                HATFIELD v. HALIFAX PLC
choice of law provision in a diversity action, a federal court
applies the choice of law rules of the forum state, in this case
California. See Gen. Signal Corp. v. MCI Telecomms. Corp.,
66 F.3d 1500, 1505 (9th Cir. 1995). “If the parties state their
intention in an express choice-of-law clause, California courts
ordinarily will enforce the parties’ stated intention . . . .”
Frontier Oil Corp. v. RLI Ins. Co., 63 Cal. Rptr. 3d 816, 827
n.7 (Ct. App. 2007). Here, the text of the Transfer Agreement,
which provides that the agreement “shall be governed by and
construed under English law,” could not be clearer.

   Once it determines the parties’ intention, a California state
court will next analyze whether: (1) the chosen jurisdiction
has a substantial relationship to the parties or their transac-
tion; or (2) any other reasonable basis for the choice of law
provision exists. Hughes Elecs. Corp. v. Citibank Del., 15
Cal. Rptr. 3d 244, 248 (Ct. App. 2004). If either one of these
tests is met, then a California court will enforce the provision
unless the chosen jurisdiction’s law is contrary to California
public policy. Id.; see also Hambrecht & Quist Venture Part-
ners v. Am. Med. Int’l, Inc., 46 Cal. Rptr. 2d 33, 41
(Ct. App. 1995) (“If California has a materially greater inter-
est than the chosen state [in the determination of the issue],
the choice of law shall not be enforced, for the obvious reason
that in such circumstance we will decline to enforce a law
contrary to this state’s fundamental policy.” (internal quota-
tion marks omitted)).

   [2] Here, a California court would enforce the Transfer
Agreement’s choice of law provision because England has a
substantial relationship to the parties and permitting the par-
ties to extend the statute of limitations is not contrary to Cali-
fornia public policy. The fact that Halifax is a United
Kingdom company is sufficient to establish a substantial rela-
tionship between England and the parties, such that there is a
reasonable basis for applying the English choice of law provi-
sion. See Hambrecht & Quist, 46 Cal. Rptr. 2d at 41 (finding
that “the parties to a contract have a substantial relationship
                   HATFIELD v. HALIFAX PLC                 5409
with the chosen state if one or more of them is incorporated
there.”). Moreover, under California law, a choice of law pro-
vision also incorporates the governing law’s statute of limita-
tions. “[A] standard choice-of-law provision (i.e., one which
incorporates the ‘law(s)’ of a specified jurisdiction) includes
the chosen state’s statutes of limitations.” Id. at 38; see also
Boracchia v. Biomet, Inc., No. C-07-0650, 2008 WL 512721,
at *3 (N.D. Cal. Feb. 25, 2008) (“Under California law, a con-
tract’s choice of law provision will identify what state’s sub-
stantive law, including the statute of limitations, will be
applied.”).

   [3] Furthermore, there is no basis in the record to conclude
that applying the longer English limitations period would vio-
late California public policy. See Hambrecht & Quist, 46 Cal.
Rptr. 2d at 42 (“In general, California courts have permitted
contracting parties to modify the length of the otherwise
applicable California statute of limitations, whether the con-
tract has extended or shortened the limitations period.”).
Although there is a general public policy interest in prevent-
ing the prosecution of stale claims, that policy is not all-
encompassing. Indeed, Section 360.5 of the California Code
of Civil Procedure permits waivers of the California statute of
limitations defense provided that such a waiver is in writing
and does not extend the limitations period for more than four
years at a time. Thus, California appears willing to subordi-
nate its interest in disposing of stale claims to the parties’
desire to have a forum in which to litigate their disputes.
Accordingly, the enforceability of the English choice of law
provision encompasses the English statute of limitations as
well.

   The Halifax Appellees argue that the parties to the Transfer
Agreement never intended the choice of law provision to
include the English statute of limitations. In support of their
argument they cite to a federal securities law case, Des Brisay
v. Goldfield Corp., 637 F.2d 680, 682 (9th Cir. 1981), for the
proposition that “[l]imitations periods are usually considered
5410                HATFIELD v. HALIFAX PLC
to be related to judicial administration and thus governed by
the rules of local law, even if the substantive law of another
jurisdiction applies.” As this is a diversity action, California
law, not federal law, controls, and the six-year English statute
of limitations is, therefore, applicable.

   Alternatively, the Halifax Appellees also argue that, even
if the English choice of law provision encompasses the
English statute of limitations and can be enforced by Hatfield,
it applies only to Hatfield’s contract claims and not to her
fraud or other tort claims. The California Supreme Court has
held that “a valid choice-of-law clause, which provides that a
specified body of law ‘governs’ the ‘agreement’ between the
parties, encompasses all causes of action arising from or
related to that agreement, regardless of how they are charac-
terized, including tortious breaches of duties emanating from
the agreement or the legal relationships it creates.” Nedlloyd
Lines B.V. v. Superior Court, 834 P.2d 1148, 1155 (Cal.
1992). All of Hatfield’s claims, including her tort claims,
relate to the Halifax Appellees’ alleged failure to fulfill the
promise of free shares. That promise was contained in the
Transfer Document, but not delivered on. All of Hatfield’s
claims are, therefore, governed by the English statute of limi-
tations.

   [4] Having determined that the English statute of limita-
tions applies, it is necessary to determine what law governs
tolling. Even if the English statute of limitations applies, Hat-
field’s action is not timely unless the limitations period is
tolled. Normally, when a foreign jurisdiction’s limitations
period is found to apply, that jurisdiction’s tolling laws will
also apply. See Restatement (Second) of Conflict of Laws
§ 142 cmt. f (1971) (“The majority rule is that the forum will
apply the tolling provision of the state referred to by its bor-
rowing statute.”); Uniform Conflict of Laws - Limitations Act
§ 3 (“If the statute of limitations of another state applies to the
assertion of a claim in this State, the other state’s relevant
statutes and other rules of law governing tolling and accrual
                    HATFIELD v. HALIFAX PLC                  5411
apply in computing the limitation period . . . .”). Because we
hold that Hatfield’s claims are governed by the English statute
of limitations, the tolling law to be applied would be that of
English law.

   [5] However, although Hatfield has raised and argued the
issue concerning application of the foreign law’s statute of
limitations, neither side has mentioned the issue of England’s
tolling law, despite having the opportunity to do so. See Stuart
v. United States, 813 F.2d 243, 251 (9th Cir. 1987) (“We real-
ize that we may consider foreign law materials at any time,
whether or not submitted by a party . . . [but,] [a]bsent special
circumstances, parties should present issues of foreign law in
their appellate briefs at the latest.” (citations omitted)), rev’d
on other grounds, 489 U.S. 353 (1989). Moreover, neither
party, aside from some passing references in Hatfield’s brief,
discusses the tolling issue or provides the court with any
meaningful information.

   [6] As a result of the failure of the parties to provide any
materials, California law provides that by default a court will
look to California tolling law. Under California’s choice of
law rules, a California court “will apply its own rule of deci-
sion unless a party litigant timely invokes the law of a foreign
state.” Hurtado v. Superior Court, 522 P.2d 666, 670 (Cal.
1974). Although this court could undertake an independent
investigation of English law, we are not experts on such law.
Moreover, by citing only California tolling law, the parties
have acquiesced in the application of that law. See Interpool
Ltd. v. Char Yigh Marine (Panama) S.A., 890 F.2d 1453,
1458 (9th Cir. 1989) (“Where no authority, or insufficient
authority, is presented by the parties about foreign law, a
court may conclude that the parties have acquiesced in the
application of the law of the forum.”); DP Aviation v. Smiths
Indus. Aerospace & Def. Sys. Ltd., 268 F.3d 829, 845 (9th
Cir. 2001) (affirming district court’s decision to apply Wash-
ington law despite the agreement’s English choice of law pro-
vision where: (1) the complaint and answer did not mention
5412                  HATFIELD v. HALIFAX PLC
the potential application of English law; (2) the pre-trial order
did not refer to English law; (3) both parties argued Washing-
ton law; and (4) neither party urged the application of English
law or cited a conflict with Washington law in pre-trial brief-
ing to the district court).

                                   (2)

                  Hatfield’s Individual Claims

   [7] Under California law, Hatfield’s individual claims were
equitably tolled by the timely filing of her nearly identical
class action in New Jersey state court. Equitable tolling under
California law is a judicially created doctrine that operates to
suspend or extend a statute of limitations in order to ensure
that a limitations period is not used to bar a claim unfairly.
See Addison v. State, 578 P.2d 941, 945 (Cal. 1978) (“[T]he
equitable tolling doctrine fosters the policy of the law of this
state which favors avoiding forfeitures and allowing good
faith litigants their day in court.”). Three factors are taken into
consideration when deciding whether to apply equitable toll-
ing under California law: (1) timely notice to the defendant in
the filing of the first claim; (2) lack of prejudice to the defen-
dant in gathering evidence to defend against the second claim;
and (3) good faith and reasonable conduct by the plaintiff in
filing the second claim. Collier v. City of Pasadena, 191 Cal.
Rptr. 681, 685 (Ct. App. 1983); see also Mayes v. Leipziger,
729 F.2d 605, 608 (9th Cir. 1984) (finding that “California
equitably tolls its statutes of limitation during the pendency of
an earlier case provided there is ‘timely notice, and lack of
prejudice to the defendant, and reasonable and good faith con-
duct on the part of the plaintiff’ ” (quoting Retail Clerks
Union Local 648 v. Hub Pharmacy, Inc., 707 F.2d 1030, 1033
(9th Cir. 1983))).5 “ ‘As with other general equitable princi-
  5
    Significantly, the “earlier case” referred to in Mayes, which the Ninth
Circuit said might be the subject of equitable tolling, was an action filed
in another jurisdiction. Mayes involved a legal malpractice action brought
                       HATFIELD v. HALIFAX PLC                         5413
ples, application of the equitable tolling doctrine requires a
balancing of the injustice to the plaintiff occasioned by the bar
of his claim against the effect upon the important public inter-
est or policy expressed by the . . . limitations statute.’ ” Lantzy
v. Centex Homes, 73 P.3d 517, 524 (Cal. 2003) (quoting
Addison, 578 P.2d at 945).

   [8] The doctrine applies here where: (1) the New Jersey
state court action was filed within the six-year English statute
of limitations, thus providing the Halifax Appellees with
timely notice of Hatfield’s claims; (2) there is no showing that
the Halifax Appellees were prejudiced in gathering evidence
to defend these claims because the two actions were substan-
tially similar; and (3) Hatfield timely filed the district court
action on the same day that the New Jersey Appellate Divi-
sion upheld the dismissal of her New Jersey state court action.

   Moreover, California courts have permitted a plaintiff to
take advantage of tolling based on the filing of a prior class

by the plaintiff, a New York resident, in New York federal court. The New
York court dismissed the action for lack of personal jurisdiction, a deci-
sion which was later affirmed by the Second Circuit. The plaintiff then
brought a legal malpractice claim against the same defendant in the Cali-
fornia district court. Mayes, 729 F.2d at 606. The defendant moved to dis-
miss, arguing that the plaintiff’s claim was barred by California’s one-year
statute of limitations for legal malpractice actions. Id. at 607. In opposi-
tion, the plaintiff argued that the New York action equitably tolled the
statute of limitations and requested leave to amend to allege equitable toll-
ing. Id. The district court, however, dismissed the action without leave to
amend. Id. The Ninth Circuit reversed, finding that the district court
abused its discretion in not permitting amendment because the equitable
tolling doctrine could apply where: (1) the New York action was com-
menced within the one-year California limitations period; (2) the New
York action gave the defendant notice of the claims against him so that he
could start gathering evidence and there was no prejudice to the defendant
since the complaints in the two actions were nearly identical; and (3) the
plaintiff demonstrated good faith and reasonable conduct by filing her sec-
ond claim a short time after the New York action was dismissed. Id. at
608.
5414                HATFIELD v. HALIFAX PLC
action. In Becker v. McMillin Construction Co., 277 Cal.
Rptr. 491 (Ct. App. 1991), for example, a plaintiff home-
owner, although not a named plaintiff in the earlier class
action, was permitted to bring a subsequent individual action
despite the fact that the statute of limitations had run.
Although the case was decided under a tolling rule discussed
further infra, the California Court of Appeal held that “the
equities demand that tolling be permitted . . . [because] the
substantive class and individual claims were sufficiently simi-
lar to give [the defendant] notice of the litigation for purposes
of applying the tolling rule.” Id. at 496 (emphasis added).

   The Halifax Appellees argue that filing the New Jersey
state court action on the last day of the six-year limitations
period demonstrates Hatfield’s attempt to circumvent Califor-
nia’s statute of limitations. Hatfield’s motivation for filing her
first action on the last day of the limitations period is irrele-
vant to an analysis concerning the application of equitable
tolling, which focuses on a plaintiff’s good faith and reason-
able conduct in filing a second action. Here, Hatfield acted in
a good faith belief that the six-year statute of limitations was
tolled during the pendency of the New Jersey state court
action. Furthermore, Hatfield filed the New Jersey state court
action within the limitations period established by English
law, and she filed the district court action on the day that toll-
ing ceased. Such timely filing, even if done on the last day,
is not evidence of bad faith or forum shopping. Moreover, this
bad faith argument is hardly persuasive considering that if
Hatfield had filed in California first, the Halifax Appellees
would have had to contend with two class actions instead of
just one.

   The Halifax Appellees also argue that an action dismissed
for lack of personal jurisdiction cannot be the basis for equita-
ble tolling. They provide no California cases supporting this
proposition, and there is no reason why a California state
court would not apply equitable tolling here. See Valenzuela
v. Kraft, Inc., 801 F.2d 1170, 1175 (9th Cir. 1986) (finding in
                    HATFIELD v. HALIFAX PLC                  5415
a Title VII case that the defendant’s “argument that equitable
tolling is not available because the action [the plaintiff] relies
on to establish tolling was filed in a court without subject
matter jurisdiction is unpersuasive,” reasoning that “[t]he pur-
pose of the statute, the notice to defendant, and the diligence
demonstrated by the plaintiff determine the availability of
tolling, not the presence or absence of subject matter jurisdic-
tion . . . [and] courts [in other jurisdictions] have equitably
tolled statutes of limitations based on actions mistakenly filed
in courts without personal jurisdiction”), amended by 815
F.2d 570 (9th Cir. 1987). Although the usual scenario in
which California has applied equitable tolling involves a situ-
ation where the plaintiff possesses several legal remedies and
reasonably and in good faith pursues one of them to try to pre-
vent further damages, Hu v. Silgan Containers Corp., 83 Cal.
Rptr. 2d 333, 339 (Ct. App. 1999), this in no way implies that
California would not apply equitable tolling here. Further-
more, none of the factors used in deciding whether equitable
tolling applies is affected by the fact that the New Jersey state
court action was filed in a court that lacked personal jurisdic-
tion.

                               (3)

                  The Class Action Claims

   [9] While there is no California precedent directly on point,
based on closely analogous precedent, we see no reason why
California’s equitable tolling doctrine would not also apply to
the claims of its unnamed putative class members who, like
Hatfield, are California residents. First, the California
Supreme Court has indicated a general agreement with tolling
in the class action context, going so far as to cite with
approval the Supreme Court’s decision in American Pipe &
Construction Co. v. Utah, 414 U.S. 538 (1974). See Jolly v.
Eli Lilly & Co., 751 P.2d 923, 934-35 (Cal. 1988). In Ameri-
can Pipe, the Supreme Court held that “the commencement of
a class action suspends the applicable statute of limitations as
5416                   HATFIELD v. HALIFAX PLC
to all asserted members of the class who would have been
parties had the suit been permitted to continue as a class
action.” 414 U.S. at 554. In Jolly, 751 P.2d 934-35, the Cali-
fornia Supreme Court noted with approval the two major poli-
cies that underlie the American Pipe tolling rule, the first of
which is most relevant here. That policy protects the class
action device because, without it, potential class members
would be induced to file protective actions to preserve their
claims, thus depriving class actions of their ability to secure
“efficiency and economy of litigation.”6 Id. at 935 (quoting
American Pipe, 414 U.S. at 553). In Jolly, despite the
endorsement of American Pipe, the court rejected its applica-
tion under the facts of that case.7 Id. at 935-36.

   The Halifax Appellees argue that this court’s recent deci-
sion in Clemens v. DaimlerChrysler Corp., 534 F.3d 1017
(9th Cir. 2008), bars Hatfield’s class action. The Clemens
panel, applying California law, refused to allow American
Pipe tolling in a case where a plaintiff sought to use a class
action filed in one jurisdiction to toll an action later filed in
another (a “cross-jurisdictional action”). The plaintiff in
Clemens, relying on American Pipe, argued that the limita-
tions period should have been tolled by the filing of a similar
class action in Illinois, of which the plaintiff was a class mem-
ber. Id. at 1024. The Clemens court reasoned that, although
“[i]n some instances, a plaintiff can rely on the filing of a
prior class action to vindicate the right in question and toll the
statute in the event that the class is not ultimately certified,”
California has not adopted such American Pipe tolling where
   6
     The second policy underlying American Pipe is to preserve the purpose
behind the statute of limitations by ensuring fairness to the defendant
while preventing claims from plaintiffs who slept on their rights. Jolly,
751 P.2d at 935.
   7
     Specifically, the court found that the prior class action “neither suffi-
ciently put defendants on notice of the substance and nature of plaintiff’s
claims, nor served to further economy and efficiency of litigation, so as
to justify affording plaintiff shelter under the protective umbrella of Amer-
ican Pipe.” Id. at 936.
                   HATFIELD v. HALIFAX PLC                  5417
the class action was filed in a foreign jurisdiction. Clemens,
534 F.3d at 1025 (concluding that “California’s interest in
managing its own judicial system counsel[s] us not to import
the doctrine of cross-jurisdictional tolling[, under American
Pipe,] into California law.”). Other courts have, under state
law, similarly refused to adopt cross-jurisdictional tolling,
reasoning that “[u]nless all states simultaneously adopt the
rule of cross-jurisdictional class action tolling, any state
which independently does so will invite into its courts a dis-
proportionate share of suits which the federal courts have
refused to certify as class actions after the statute of limita-
tions has run.” See, e.g., Portwood v. Ford Motor Co., 701
N.E.2d 1102, 1104 (Ill. 1998) (finding that the “adoption of
cross-jurisdictional class tolling in Illinois would encourage
plaintiffs from across the country to bring suit here following
dismissal of their class actions in federal court”).

   Although the Clemens decision would foreclose application
of American Pipe here, it does not dictate a similar rejection
of California’s equitable tolling doctrine, especially as it
applies to California’s own residents. Although the two types
of tolling—equitable and American Pipe —overlap to some
extent, see Becker, 277 Cal. Rptr. at 496, and even though
California courts have treated them at times as interchange-
able, they are not congruent. The Halifax Appellees them-
selves concede that “the equitable tolling applied to individual
actions is distinct from American Pipe tolling.” They cite
Newport v. Dell, Inc., No. CV-08-0096, 2008 WL 4347311,
at *4 n.8 (D. Az. Aug. 21, 2008), a case decided shortly after
Clemens, which stated that “[t]he class-action tolling dis-
cussed in American Pipe and Crown is a species of legal toll-
ing, not equitable tolling.” Thus, by the Halifax Appellees’
own admission, Clemens, which only rejected the application
of American Pipe tolling in a cross-jurisdictional action, does
not affect the application of California’s equitable tolling doc-
trine, which covers situations beyond those covered by Ameri-
can Pipe. See McDonald v. Antelope Valley Cmty. Coll. Dist.,
194 P.3d 1026, 1032 (Cal. 2008) (“[California’s equitable
5418                HATFIELD v. HALIFAX PLC
tolling] may apply where one action stands to lessen the harm
that is the subject of a potential second action; where adminis-
trative remedies must be exhausted before a second action can
proceed; or where a first action, embarked upon in good faith,
is found to be defective for some reason.”).

   [10] California’s equitable tolling doctrine is a policy
adopted and approved specifically by the California courts. Its
purpose is to toll the statute of limitations in favor of a plain-
tiff who acted in good faith where the defendant is not preju-
diced by having to defend against a second action. See Mayes,
729 F.2d at 608. As already noted, California courts have per-
mitted individual plaintiffs to take advantage of the American
Pipe tolling rule where the prior class action provided the
defendant with sufficient notice of the claims made against it.
Thus, in Becker, the plaintiff homeowner was permitted to
bring a subsequent individual action following the expiration
of the statute of limitations. 277 Cal. Rptr. at 496. Certifica-
tion in a prior class action, filed by a fellow homeowner in his
development, was denied because common questions of law
and fact were lacking as a result of the differences in causa-
tion and damages for each homeowner. Id. at 493. The court
held that the prior class action tolled the statute of limitations
for the individual action. Id. at 496. According to the Becker
court, the California Supreme Court’s decision in Jolly “left
open the possibility of applying the [American Pipe] tolling
doctrine even . . . [where] a lack of commonality had been
found, if the circumstances so required.” Id. Becker noted that
the Jolly court’s refusal to apply American Pipe tolling cen-
tered on the fact that, because, in personal-injury mass-tort
class-action claims, each class member’s right to recover
depends on facts particular to his or her case, such claims are
presumptively incapable of apprising defendants of the sub-
stantive claims being brought against them. Id. at 495 (stating
that the court in Jolly “issued a warning: in the application of
the American Pipe rule to personal injury mass tort cases, the
presumption should be that ‘lack of commonality will defeat
certification and preclude application of the American Pipe
                         HATFIELD v. HALIFAX PLC                           5419
tolling doctrine.’ ”). In Becker, on the other hand, “the sub-
stantive class and individual claims were sufficiently similar
to give [the defendant] notice of the litigation for purposes of
applying the [American Pipe] tolling rule.” Id. at 496. Thus,
“tolling is to be allowed only where the class action and the
later individual action or intervention are based on the same
claims and subject matter and similar evidence.” Id. at 495
(citing Jolly, 751 P.2d at 937). Thus, Jolly and Becker would
clearly permit equitable tolling at least as to any class mem-
bers who individually subsequently filed a similar claim.8 In
light of California’s endorsement of class actions generally,
Howard Gunty Profit Sharing Plan v. Superior Court, 105
Cal. Rptr. 2d 896, 901 (Ct. App. 2001), we see no reason
why, in an equitable tolling situation, California would
require each individual California resident who is a member
of the Hatfield class to file individually and burden the courts
with numerous suits. Thus, every indication is that California
would at least apply equitable tolling to claims made by its
own residents.
   8
     Although American Pipe is clearly applicable to individual actions,
some federal decisions have refused to allow the doctrine to toll the limita-
tions period for subsequently filed class actions. See Robbin v. Fluor
Corp., 835 F.2d 213, 214 (9th Cir. 1987) (“We agree with the Second Cir-
cuit that to extend tolling to class actions ‘tests the outer limits of the
American Pipe doctrine and . . . falls beyond its carefully crafted parame-
ters into the range of abusive options.’ ” (quoting Korwek v. Hunt, 827
F.2d 874, 879 (2d Cir. 1987) (alteration in original))). In Catholic Social
Services, Inc. v. INS, 232 F.3d 1139, 1149 (9th Cir. 2000) (en banc), how-
ever, the Ninth Circuit extended American Pipe to toll the claims of an
entire class where “[p]laintiffs . . . are not attempting to relitigate an earlier
denial of class certification, or to correct a procedural deficiency in an ear-
lier would-be class.” Whether the subject class action was actually trying
to relitigate the certification issue was disputed by one of the dissents. Id.
at 1157-58 (Graber, J., dissenting in part). However, the current action is
clearly not an instance in which Hatfield is trying to reargue a denial of
class certification because of a failure to meet Rule 23 of the Federal
Rules of Civil Procedure or its state counterpart. Rather, the previous class
action was dismissed for lack of in personam jurisdiction. Thus, if Hatfield
had brought the original class action in California, American Pipe would
permit tolling for the entire class action.
5420               HATFIELD v. HALIFAX PLC
   [11] Although we conclude that California would allow its
resident class members to reap tolling benefits under its equi-
table tolling doctrine, the same cannot be said for the non-
resident class members. California’s borrowing statute, for
example, prevents non-residents from prosecuting an action in
a California court where such action would be barred under
the statute of limitations of the jurisdiction whose law would
otherwise govern. Cal. Civ. Proc. Code § 361; Cossman v.
DaimlerChrysler Corp., 133 Cal. Rptr. 2d 376, 381 (Ct. App.
2003). At the same time, the borrowing statute also expresses
California’s interest in preserving the claims of its residents.
The borrowing statute provides:

       When a cause of action has arisen in another State,
    or in a foreign country, and by the laws thereof an
    action thereon cannot there be maintained against a
    person by reason of the lapse of time, an action
    thereon shall not be maintained against him in this
    State, except in favor of one who has been a citizen
    of this State, and who has held the cause of action
    from the time it accrued.

Cal. Civ. Proc. Code § 361 (emphasis added). In other words,
California allows only its citizens to utilize this advantageous
statute of limitations provision. If non-residents are denied the
opportunity to take advantage where California law provides
a longer statute of limitations for its citizens, they certainly
should not be permitted to take advantage of the state’s tolling
doctrine, which lengthens that limitations period. Further-
more, allowing non-resident class members to pursue other-
wise expired claims here would place a significant burden on
California courts. See Shiley Inc. v. Superior Court, 6 Cal.
Rptr. 2d 38, 43 (Ct. App. 1992) (recognizing the “important
public interest[ ] . . . in avoiding congesting California courts
and overburdening California taxpayers”). At the same time,
California’s interest in deterring wrongful conduct will be
vindicated by allowing the claims of California residents to
                    HATFIELD v. HALIFAX PLC                    5421
proceed. Campbell v. Parker-Hannifin Corp., 82 Cal. Rptr. 2d
202, 206 (Ct. App. 1999).

   [12] On the other hand, California has a strong interest in
providing a remedy for wrongs committed against its citizens.
In the prior class action, the New Jersey Appellate Division
concluded that it would exercise specific jurisdiction over
Halifax only on behalf of the one named plaintiff who was a
New Jersey resident at the time the alleged wrongful acts
were committed. Hyams v. Halifax PLC, No. A-1078-04T3,
2005 WL 3441230, at *7 (N.J. Super. Ct. App. Div. Dec. 16,
2005). In making its decision, the court took into consider-
ation that “New Jersey has a strong interest in ensuring that
a New Jersey resident claiming breach of contract and fraud
obtains relief if a right to such relief is established.” Id. at *8.
California would appear to have a similar interest with regard
to its residents, particularly here where the previous court
refused to vindicate their claims on account of their non-
resident status. Refusing to apply California’s equitable toll-
ing doctrine would leave all California resident class members
without a remedy, unless they immediately had filed individ-
ual actions upon dismissal of the New Jersey state court
action. Such a result would be particularly unfair here, consid-
ering the likelihood that at least some class members may
have relied on the filing of Hatfield’s original class action to
vindicate their rights. On the other hand, California has no
similar interest in protecting claims by non-residents. More-
over, allowing only the claims of California residents to pro-
ceed would address the concern foreseen by several state
courts that, by permitting cross-jurisdictional tolling, Califor-
nia would become a forum for expired claims brought by non-
resident plaintiffs from around the country where their home
state would not permit the action. See, e.g., Portwood, 701
N.E.2d at 1104; see also Maestas v. Sofamor Danek Group,
Inc., 33 S.W.3d 805, 808 (Tenn. 2000) (“Adoption of [cross-
jurisdictional tolling] would run the risk that Tennessee courts
would become a clearinghouse for cases that are barred in the
5422               HATFIELD v. HALIFAX PLC
jurisdictions in which they otherwise would have been
brought.”).

                       CONCLUSION

   [13] The district court’s judgment dismissing Hatfield’s
class action as untimely with respect to California residents is
reversed, and the case is remanded for further proceedings
consistent with this opinion.

  REVERSED and REMANDED.
