Key Points

  • Fourth Circuit joins Sixth Circuit in holding that private agreements cannot shorten Title VII/ADEA suit deadlines, creating an emerging consensus against limitations waivers in these two statutes.
  • The court distinguished its own Cotton Yarn precedent, which allows shortened limitations periods in arbitration agreements under the FAA, as inapplicable outside the arbitration context.
  • Parallel state-law claims (here, under Maryland's MFEPA) remained subject to the contractual limitations clause because Thomas failed to preserve a reasonableness challenge under state contract law.
  • Employers using standard 180-day limitations clauses in onboarding paperwork should reassess enforceability against federal discrimination claims in the Fourth Circuit.

The Fourth Circuit has ruled that private employment agreements cannot shorten the time employees have to sue under Title VII or the ADEA, aligning with the Sixth Circuit and deepening employer exposure on a common piece of onboarding paperwork: the limitations waiver.

The case arose after EOTech, LLC fired Natalie Thomas on November 9, 2022. Thomas filed a discrimination charge with the EEOC and the Maryland Commission on Civil Rights on February 23, 2023, received a right-to-sue letter on September 7, 2023, and filed suit on December 6, 2023. EOTech argued the suit was untimely under a document Thomas signed before starting work, which purported to give her only 180 days—tolled during any EEOC proceeding—to file both a charge and a lawsuit.

The District of Maryland granted summary judgment to EOTech on all claims, agreeing that the parties had validly shortened Thomas's time to sue. The Fourth Circuit reviewed that ruling de novo.

Writing for the panel, Judge Heytens framed the question directly: 'May private parties prospectively shorten the time Congress gave employees to sue their employers under Title VII of the Civil Rights Act of 1964 or the Age Discrimination in Employment Act (ADEA)?' The court answered no, explaining that enforcing such agreements 'would disrupt the relevant statutes' carefully integrated and uniform remedial schemes.'

The opinion walked through the interlocking deadlines Congress built into Title VII and the ADEA—charge-filing windows of 180 to 300 days, EEOC investigation and conciliation duties, and a 90-day window to sue after notice. The court reasoned that EOTech's 180-day cap necessarily ate into either the charge-filing period or the post-EEOC suit period, since the statutes 'would otherwise have given her at least 270 days to do' both tasks.

The panel was especially concerned with the practical burden on pro se claimants navigating the charge-filing process. As the court put it: 'Publicly available information, like the relevant statutory provisions and the EEOC's website, explains that employees like her may file a charge within 180 calendar days from the day the discrimination took place, but that the deadline is, in certain circumstances, extended to 300 calendar days.' Layering a private contractual deadline on top of that framework, the panel found, would make an already complicated system unworkable for employees without lawyers.

The court also rejected EOTech's reliance on In re Cotton Yarn Antitrust Litigation, a Fourth Circuit case allowing parties to shorten limitations periods for arbitration under the Federal Arbitration Act. The panel distinguished that precedent sharply: 'This situation is far different. This case involves no agreement to arbitrate and thus does not implicate the liberal federal policy favoring arbitration agreements that is embodied in the Federal Arbitration Act.'

The panel further noted that unlike the statute at issue in Cotton Yarn, Title VII's and the ADEA's timing provisions were part of the original legislation creating the substantive rights at issue, making them inseparable from the remedial scheme Congress designed—a distinction the court found dispositive.

Not all of Thomas's claims survived. Applying Maryland contract law under Ceccone v. Carroll Home Services, the panel affirmed dismissal of her state-law MFEPA claims, finding that Thomas had not preserved arguments that the 180-day period was unreasonable under the multi-factor test Maryland's highest court has adopted.

The court was careful to cabin its holding. It emphasized it was not deciding whether private parties may ever shorten limitations periods for other federal statutory claims, stating only 'that parties may not by advance agreement render untimely a suit that would otherwise be timely under Title VII or the ADEA.'

The judgment was affirmed in part and vacated in part, with the case remanded for further proceedings on Thomas's Title VII and ADEA claims.