Employment – Company can’t shorten time for filing Title VII/ADEA claims

Where an employee signed an agreement shortening her time to file employment- related claims against her employer, the agreement was unenforceable as to her claims under Title VII or the Age Discrimination in Employment Act. However, the agreement was enforceable as to the Maryland Fair Employment Practice Act claims.

Background

Natalie Thomas used to work for EOTech LLC. Before starting her job, Thomas signed an EOTech-drafted document that included language purporting to shorten the time she would otherwise have to sue EOTech for any disputes “relating to [her] employment.” On Nov. 9, 2022, EOTech fired Thomas.

On Feb. 23, 2023, Thomas filed a charge of discrimination with both the Equal Employment Opportunity Commission, or EEOC, and the Maryland Commission on Civil Rights. On Sept. 7, 2023, the EEOC sent Thomas a right-to-sue letter. On Dec. 6,
2023, Thomas sued EOTech in federal district court, alleging (as relevant here) violations of Title VII, the Age Discrimination in Employment Act, or ADEA, and the Maryland Fair Employment Practice Act, or MFEPA.

EOTech argued the complaint was untimely under the limitations agreement because 196 countable days had elapsed (106 days from termination to filing an EEOC charge plus an additional 90 days after receiving notice from the EEOC). The district court agreed and granted summary judgment to EOTech on all claims.

Federal claims

The inevitable — indeed, the only — impact of the limitations agreement is to shorten the total time Thomas would have to complete two tasks: file a charge with the EEOC and, after the EEOC proceedings conclude, file a private lawsuit. To be sure, this limitations agreement states that its 180-day period “is tolled during the time [a] charge or claim is pending” before the EEOC.

But that still means the limitations agreement gave Thomas just 180 days to do two things (file a charge and then a lawsuit) that both Title VII and the ADEA would otherwise have given her at least 270 days to do. This court agrees with the Sixth Circuit that allowing private parties to prospectively shorten the time an employee has to bring suit under Title VII or the ADEA would “abrogate[] substantive rights and contravene[] Congress’s uniform nationwide legal regime for Title VII” and ADEA lawsuits.

EOTech relies primarily on this court’s statement in In re Cotton Yarn Antitrust Litigation, 505 F.3d 274 (4th Cir. 2007), that “[a]s a general rule, statutory limitations periods may be shortened by agreement so long as the limitations period is not unreasonably short.” According to EOTech, that general rule governs here and the limitations agreement is enforceable because its single 180-day time limit is not unreasonably short.

But Cotton Yarn’s relevant holding is that — at least as a general matter — a provision in an arbitration clause that gives private parties less time to initiate arbitration than they would otherwise have had to file suit does not render the arbitration clause unenforceable or excuse courts from enforcing it. 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, or FAA, and framed the court’s entire analysis in Cotton Yarn. Cotton Yarn had no occasion to consider whether — and if so when — private parties may by contract create a new affirmative defense to an otherwise timely filed federal statutory claim.

This court’s holding is limited. The court need not — and thus do not — decide whether (and if so, when) private parties may ever prospectively shorten by contract the statutory period for suing on a federal statutory claim. Instead, it holds only that the district court erred in dismissing Thomas’s suit because parties may not by advance agreement render untimely a suit that would otherwise be timely under Title VII or the ADEA.

MFEPA

Under Maryland law, “[p]arties may agree to a provision that modifies the limitations result that would otherwise pertain provided (1) there is no controlling statute to the contrary, (2) it is reasonable, and (3) it is not subject to other defenses such as fraud, duress, or misrepresentation.” Guided by those standards, the court concludes the district court did not err in determining the parties validly limited the amount of time Thomas had to bring her MFEPA claims.

Affirmed in part, vacated in part and remanded.

Thomas v. EOTech LLC, Case No. 25-1094, March 4, 2026. 4th Cir. (Heytens), from DMD at Greenbelt (Chuang). Jordan Daniel Santo for Appellant. Donovan Solanus Asmar for Appellee. VLW 026-2-075. 16 pp.

Full-Text Opinion

VLW 026-2-075
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