Corporate Counsel Daily, Private parties may not prospectively shorten Title VII, ADEA limitations periods, (Mar 5, 2026)

By Jason Albright, J.D.

In this case, 196 countable days had elapsed under the parties’ employment agreement, purportedly precluding suit.

The Fourth Circuit has joined the Sixth Circuit in holding that private parties may not prospectively shorten the time Congress gave employees to sue their employers under Title VII or the ADEA. In a case in which a litigant had signed an employment agreement limiting her time to bring an employment-related action to 180 calendar days after the event allegedly giving rise to it, the appeals court found that “judicial enforcement of such agreements would disrupt the relevant statutes’ carefully integrated and uniform remedial schemes” (Thomas v. EOTech, LLC, No. 25-1094 (4th Cir. Mar. 4, 2026)).

Employment agreement with EOTech. The plaintiff, according to the court, used to work for EOTech, LLC, and before starting her job, she signed an employer-drafted document that included language purporting to shorten the time she would otherwise have to sue EOTech for any disputes “relating to [her] employment.”

180 days. Specifically, the document’s “Limitations Agreement” paragraph stated that, as a condition of employment or continued employment, the employee agreed “not to file any action or suit relating to my employment more than 180 calendar days after the event and/or employment practice or action complained of including, but not limited to, employment termination and discrimination claims, claims for wages, salary, commissions, or expenses, and to waive any state or federal statutes of limitation to the contrary.”

Discharge and EEOC charge. On November 9, 2022, EOTech fired her, and on February 23, 2023, she filed a charge of discrimination with both the EEOC and the Maryland Commission on Civil Rights. On September 7, 2023, the EEOC sent her a right-to-sue letter.

Lawsuit. On December 6, 2023, the former employee sued EOTech in federal district court, alleging, as relevant, violations of Title VII, the ADEA, and the Maryland Fair Employment Practice Act (MFEPA).

Employer’s motion to dismiss. EOTech moved to dismiss her complaint, arguing that it was untimely under the employment agreement because 196 countable days had elapsed, specifically 106 days from her termination to her filing of the EEOC charge plus 90 days after receiving notice from the EEOC.

Decision below and appeal. With the parties’ consent, the district court converted EOTech’s motion to dismiss to a motion for summary judgment because the document containing the limitations provision was neither attached to her complaint nor incorporated by reference. The district court then granted summary judgment to EOTech on all claims, finding that the parties, through the employment agreement, had validly shortened the former employee’s time to sue and that her complaint was thus untimely.

She appealed to the Fourth Circuit.

“[I]ntricate remedial scheme.” Vacating in part, the federal appeals court observed that Congress created, for both Title VII and the ADEA, “an intricate remedial scheme that requires an employee to first seek assistance from government agencies and grants those agencies considerable power over when (and even if) the employee may bring her own suit.”

“[S]ociety’s interest.” The statutes’ timing rules, the court said, “strike a ‘delicate balance’ between competing goals…. Like all limitation periods, they reflect Congress’s weighing of various interests—most obviously, society’s interest in deterring and remedying unlawful discrimination versus employers’ interest in not having to defend against (or remain prepared to defend against) stale claims.”

Public-private enforcement and cooperative federalism. In addition, “Requiring aggrieved employees to seek redress from the EEOC before filing suit reflects Congress’s decision to ‘rel[y] on a combination of public and private’ enforcement.” And “[g]iving employees more time to file an EEOC charge if they first seek relief from ‘a State or local agency with authority to grant or seek relief from such practice,’ 42 U.S.C. § 2000e-5(e)(1) (Title VII); see 29 U.S.C. § 626(d)(1) (ADEA), honors cooperative federalism principles.” Finally, the appeals court observed, “having Title VII and the ADEA specify their own limitations periods rather than incorporate or borrow them from state law underscores Congress’s choice to favor a ‘uniform’ and ‘nationwide’ enforcement system.

“[U]niform nationwide legal regime.” The Fourth Circuit thus joined the Sixth Circuit in holding 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.” Logan v. MGM Grand Detroit Casino, 939 F.3d 824, 826 (6th Cir. 2019).

Application here. Applying that holding here, the appeals court found that the “Limitations Agreement” gave the former employee just 180 days to do two things—file a charge and then file a lawsuit—that both Title VII and the ADEA would otherwise have given her at least 270 days to do. Specifically, under both statutes, she would have had at least 180 days to file a charge with the EEOC followed by 90 days to file suit after hearing back. The agreement thus could not function without reducing either (1) the time she had to file a charge with the EEOC; or (2) the time she had to sue after the EEOC proceedings terminated. Either outcome, the Fourth Circuit said, “would do violence to the carefully integrated remedial schemes Congress enacted.”

MFEPA claims. Finally, the Fourth Circuit found that the district court made no reversible error in concluding that the MFEPA claims were time-barred. 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 state-law standards, the appeals court concluded that the district court did not err in determining the parties validly limited the amount of time the employee had to bring her MFEPA claims.

The case is No. 25-1094.

Judge: Heytens, T.

Attorneys: Jordan Daniel Santo (Koller Law) for Natalie Thomas. Donovan Solanus Asmar (Bodman) for EOTech, LLC.

Companies: EOTech, LLC

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