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Fourth Circuit bars contractual shortening of Title VII and ADEA filing deadlines

5/1/26

By: Grace Crapps

A recent decision from the Fourth Circuit significantly limits employers’ ability to contractually shorten the time employees have to bring federal employment discrimination claims. See Thomas v. EOTech, 169 F.4th 259 (4^th Cir., Mar. 4, 2026). For employers operating within the Fourth Circuit, which covers Maryland, North Carolina, South Carolina, Virginia, and West Virginia, the ruling narrows the effectiveness of commonly used “shortened limitations” provisions found in employment agreements and onboarding materials.

Background of the EOTech dispute

Natalie Thomas was terminated from her employment with EOTech, LLC in November 2022. As part of her onboarding paperwork, Thomas had signed an employer‑drafted agreement requiring her to bring any employment‑related lawsuit within 180 days, regardless of longer statutory limitations periods. Although the agreement purported to toll the 180‑day period while an administrative charge was pending, it counted time both before and after the administrative process toward a fixed overall cap.

One hundred six days after her termination, Thomas filed a charge of discrimination with both the EEOC and the Maryland Commission on Civil Rights. After receiving a right‑to‑sue letter, she filed suit in federal district court 90 days later, asserting claims under Title VII, the ADEA, and Maryland’s Fair Employment Practices Act (MFEPA).

Although Thomas’s lawsuit was timely under the applicable statutory deadlines, EOTech moved for dismissal, arguing that the complaint was untimely under the contractual limitations provision because a total of 196 countable days had elapsed (106 days between termination and the EEOC charge, plus 90 days after receipt of the right‑to‑sue letter). The district court agreed and granted summary judgment in favor of the employer on all claims. Thomas appealed.

Fourth Circuit rejects contractual curtailment of Title VII and ADEA deadlines

On appeal, the Fourth Circuit vacated the dismissal of the Title VII and ADEA claims, holding that employers and employees may not, by advance agreement, shorten the time Congress provided to pursue those federal claims.

The court emphasized that both Title VII and the ADEA establish carefully integrated and uniform enforcement schemes requiring employees to proceed through the EEOC before filing suit. Those schemes include flexible deadlines for filing administrative charges, mandatory agency investigation and conciliation, and a separate, fixed 90‑day period to file suit after receipt of a right‑to‑sue notice. According to the court, allowing private contracts to compress that framework would inevitably interfere with the administrative process, the employee’s right to sue, or both.

Even though EOTech’s agreement tolled the limitations period while an EEOC charge was pending, the Fourth Circuit concluded that the agreement still impermissibly reduced the total time Thomas had to complete steps that federal law deliberately separates. In practical terms, the agreement eliminated the 90‑day post‑EEOC filing period that Congress expressly provides. Enforcing such agreements, the court explained, would undermine congressional policy choices, complicate compliance for lay and pro se employees, and distort the EEOC’s statutory role in investigating and resolving discrimination claims.

The court also expressed concern that enforcing contractual limitations provisions could distort EEOC decision‑making itself, potentially forcing the agency to weigh private contractual deadlines when deciding which cases to pursue, a consideration Congress never intended.

State law claims treated differently

The Fourth Circuit reached a different conclusion with respect to Thomas’s MFEPA claims. Under Maryland law, parties may agree to shorten limitations periods so long as the provision is reasonable and not barred by statute or traditional contract defenses such as fraud or duress.

This distinction reflects the fundamentally different nature of federal and state discrimination statutes. Title VII and the ADEA create uniform, congressionally designed enforcement schemes that require: (1) administrative exhaustion through the EEOC; (2) statutorily defined, floating deadlines to file charges (180–300 days); (3) mandatory agency investigation and conciliation; and (4) a separate, fixed 90‑day period to file suit after receipt of a right‑to‑sue notice.

These procedural requirements are inextricably bound up with the substantive rights Congress created. Allowing a limitations agreement like the one EOTech drafted to compress that framework not only interferes with the EEOC’s statutory role and undermines Congress’s policy choices favoring administrative resolution, but also destroys uniformity by replacing federal deadlines with employer‑specific ones. Simply put, federal law controls federal rights.

State law claims, by contrast, are governed by state contract and limitations principles. States retain authority to define how their statutory claims may be enforced, so long as those rules do not conflict with federal law. Maryland’s Fair Employment Practices Act permits contractual shortening of limitations periods provided they are not barred by statute, are reasonable under the circumstances, and are not the product of fraud or duress.

Because Thomas failed to preserve meaningful arguments that the 180‑day limitation was unreasonable under Maryland’s multi‑factor test, the Fourth Circuit affirmed dismissal of her state law claims.

While the outcome may appear inconsistent at first glance, it reflects well‑settled federal supremacy and Erie principles: state law cannot undermine federal statutes, and even in federal court, state law governs the enforcement of state‑law claims. In that sense, the decision is federalism working exactly as designed.

Practical takeaways for employers

The EOTech decision carries several important implications for employers in the Fourth Circuit:

• Shortened limitations clauses cannot be enforced against Title VII or ADEA claims, even if clearly drafted and acknowledged by the employee;
• State law claims remain subject to state‑specific standards, meaning contractual limitations provisions may still be enforceable for those claims where permitted;
• Generic, “one‑size‑fits‑all” limitations provisions pose heightened risk, particularly when drafted to cover both federal and state employment claims without differentiation; and
• Careful review of onboarding and employment agreements is warranted, especially for employers operating across multiple jurisdictions with differing enforcement regimes.

Employers should continue to monitor developments in other federal circuits, as additional appellate decisions may further clarify, or deepen, the divide on the enforceability of contractual limitations periods in the employment context.

For more information on this topic contact Grace Crapps at grace.crapps@fmglaw.com or your local FMG attorney.

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