Natalie Thomas v. EOTech, LLC - Employment Law Opinion

PUBLISHED UNITED STATES COURT OF AP PEALS FOR THE FOURTH CIRCUIT No. 25 - 1094 NATALIE THOM AS, Plaintiff – Appellant, v. EOTECH, L LC, Defendant – Appelle e. Appeal from the United States District C ourt for the District of Maryland, at Greenbelt. Theodore D. Chuang, District Judge. (8:23 - cv - 03313 - TDC) Argued: October 21, 202 5 D ecided: March 4, 2026 Before HARRIS, HEYTENS, and BEN JAMIN, Circuit Judg es. Affirmed in part and vacated in part by publis hed opini on. Judge Heytens wrote t he opinion, w hich Ju dge Harris and Judge Benjamin joined. ARGUED: Jordan Daniel Santo, KOLLER LAW LLC, Philadelphia, Penn sylvania, for Appellant. Donovan Solanus Asmar, BODMA N PLC, Troy, Michigan, for Appellee. ON BRIEF: Scott M. Pollins, POLLINS LAW, Wayne, Pennsylvania, for Appellant. Step hen P. Dunn, BODMAN PLC, Detroit, Michigan; Craig D. Roswell, NILES, BARTON & WILMER, LLP, Baltimore, Maryland, for Ap pellee.

2 TOBY HEYTENS, Circuit Judge: May private parties prospectively shorten the time Congress ga ve empl oyees t o sue their employers under Title VII of the Civil Rights Act of 1964 or the Age Discrimination in Employment Act (ADEA)? Joining the Sixth Circuit, we hold the answer is no because judicial enforcement of such ag reements would disru pt the relevant statutes ’ carefully integrated and un i form remedial schemes. We thus vacate the district court’s grant of summary judgment in relevant part and rem and for further proceedings. I. Plaintiff Natalie Thomas used to work for defendant E O Tech, LLC. Before starting her job, Thomas signed an E O T ech - d rafted document that included l anguage purporting to shorten the time she would otherwise have to sue E O Tech for any disputes “relating to [her] employment. ” JA 24. The relevant paragraph — which we, like th e district court, will call the Limitations Agreement — read s as follows: As a condition of employment or con tinued employment, unless otherwise provided for by law, I agree not to file any action or suit relating to my employment more than 180 calendar day s 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. I understand that the statute of limitation s for clai ms arising out of an employment action may be longer th an 180 calendar days, and agree that any employer action that is the subject of a lawsuit or action is barred if it is not filed within the 180 day period unless otherwise provided for by law. This p rovision does not proh ibit the timely filing of a charge with a federal administrative agency under federal law, but unless filed within 180 days (or in less time if any app licable law requires), I waive the right to recover money damages or other relief. I further agree that if I am required to file a charge or claim with an administrative [agency ] before I can file any action or suit and /or if I need authorization from an administrative agency such as a rig ht to sue letter, unless otherwise prov ided

3 for by applicable law, th e 180 day period is tolled d uring the time the ch arge or claim is pending before that adm inistrative agency. The period before an d after the filing of a charge or claim will co unt toward the 180 - day period. JA 24 – 25. On November 9, 2 022, E O Tech fired Thomas. On F ebruary 23, 2023, Tho mas filed a charge of discrimination with both the Equal Empl oyment Opportuni ty Com mission and the Maryland Commission on Civil Rights. On Septem ber 7, 20 23, the EEOC sent Thomas a right - to - sue letter. On December 6, 2023, Thomas sued E O Tech in federal district cou rt, alleging (as relevant h ere) violations of Title VII, the ADE A, and the Maryland Fair Employment Practice Act (MFEPA). EO Tech moved to dismiss the co mplaint, asserting it was untimely und er the Limitations Agreement because 196 countable days had elapsed (106 days from termination to filing an EEOC charge plus an additional 90 d ays after receiving notice from the EEOC). With the parties’ conse nt, the district court converted EOTech’s motion to one for summary judgment because the document containing the Limitations Agreemen t was neither attached to Thomas’s co mplaint nor incorporated by reference. The district court then granted summary judgment to E O Tech on all claims, concludi ng that the parties — through the Limitations Agreement — had validly shortened Thomas’s timeframe to su e and that the complaint was thus untimely. II. As always, “[w]e review th e district court’s ruling on summary judgment de novo, applying the same legal standards as the district court.” Edwards v. CSX Trans p., Inc., 150 F.4th 232, 23 5 (4th Cir. 2025). S ummary judgment is appropriate if “th ere is no

4 genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). Here, there are no disputed material fact s: Everyone agrees that Thomas’s claims are untimely if the Limitation s Agreement governs and timely if it does not. The questions before us are thus leg al ones. First, under federal law, d id the Limitations Agreement validly shorten the time Thomas had t o bring he r Title VII or ADEA claims? Second, under Maryland law, did the Limitations Agreement validly shorten the time Thomas had to bring her MFEPA claim s? II I. W e hold that parties may not prospectively render un timely a lawsuit that would otherwise be timely under Title VII or the ADEA. See Logan v. MGM Grand De troit Casino, 939 F.3d 824, 839 (6t h Cir. 2019) (Title VII); Thompson v. Fr esh Prods., LLC, 985 F.3d 509, 52 0–2 1 (6th Cir. 2021) (ADEA). We thus vacate the district court’s grant of summary j udgment t o E O Tech on those claims. A. A person who believes her em ployer (or prospective or former employer) h as violated Title VII or the AD E A may not s imply go down t o the courthous e and file a lawsuit. Instead, Congress has created fo r both statutes an intricate remedial sch eme that require s an employee to first seek assistance fro m government agencies and grants th ose agencies considerable power over when (and even if) the employee may bring her own suit. Start with Title VII, which prohibits emp loyment discrimination based on “race, color, religion, sex, or national origin.” 42 U.S.C. § 2000 e - 2(a)(1). Under that statute, a n

5 employee who believes her rights h ave been violated may not sue without first filing a “charge” with the EEOC. E EOC v. Commercial Off. Prods. Co., 486 U.S. 107, 110 (1 988); see 42 U.S.C. § 2000e - 5(e)(1). The statute provides detailed rules for calculating how much time a n employee has to file such a cha r ge, and the period can range from 180 to 300 days after the allegedly unlawful employment practice. S ee 42 U.S.C. § 2000e - 5 (e)(1); see also Logan, 939 F.3d at 827 – 28 (describing factors that impact how long a person has to file a charge with the EEOC). Once the EEOC receives a charge, it must “serve a notice of the charge (including the date, place [,] an d circumstances of the alleg edly unlawful employment practice)” on the employer and “make an inv estigation thereof.” 42 U.S.C. § 2000e -5 (b). If th e EEOC “determines after such investigation that there is not reasonable cause to believe that the charge is true,” it must “dismiss t he charge and promptly no tify” both the complaining party and the employ er. Id. But ev en if the EEOC concludes “that there i s reasonable cause to believe that the charge is true, ” neither it nor the employee may simply file suit at that point. Id. Instead, the EEO C “shall endeavor to eliminate any such alleged unlawful employment practice by informal meth ods of conference, conciliation, and persuasion.” Id. Even when a lawsuit proves unavoidable, Title VII contains interlocking rules about who may file a lawsuit and when. To start, if the EEOC concludes there is reaso nable cause to believe the employer violated the statute but is “unable to secure” an acceptable conciliation agreement, the agency may bring its own “civil action. ” 42 U.S.C. § 2000e - 5(f)(1). In that situation, the employee cannot bring her own suit but “shall have the right to intervene” in the EEOC’s suit. Id. The statute provides “no limitation on th e

6 time during which an EEOC enforcement suit may be b rought.” Occidental Life Ins. Co. of Cal. v. EEOC, 432 U.S. 355, 36 6–67 (1977); see id. at 3 72 – 73. In contrast, Title VII co ntains additional timing rules f or private suits. The defau lt rule is that an employee must wait u ntil the EEOC “ noti f [ies]” her that it has not found reasonable cause to support h er allegations or that it will no t bring its own suit. 42 U.S.C. § 2000e - 5(f)(1). T he e mployee may also “request [], in writing, that a notice of right to sue be issued.” 29 C.F.R. § 1601.28(a)(1); see 42 U.S.C. § 2000e - 5(f)(1). E ither way, the statute provides that a private “civil action may be brought” only “within ninety days after the giving of such notice.” 42 U.S.C. § 2000e - 5(f)(1). The ADEA’s enforcement provisions are simpler b ut similar. See 29 U.S.C. §§ 626(d)(1), (e); see also G eorge Rutherglen, Title VII a s Precedent: Past and Prologue for Future Legislation, 10 Stan. J. C.R. & C.L. 159, 167 (2014) (explaining that Congress used Title VII as a mo del for the ADEA’s language and enforcement framework). The ADEA states that “[n]o civil action may be commenced by an individual ... until 60 days after a charge alleging unlawful discrimination has been filed w ith” the EEOC, while creating the same floating 180 - to 300 - day charge - filing deadline as Title VII. 29 U.S.C. § 62 6(d)(1). As with Title VII, the EEOC must notify the employer and “promptly seek to eliminate any allegedly unlawful practice by informal method s of conciliation, conference, and persuasion.” § 626(d)(2). And, as with Title VII, an employe e may not bring a private suit under the A DEA if the EEO C chooses to su e on her behalf, see § 626(d)(1), and must file any private suit within 90 days of receiving notice that the EEOC has dismissed o r terminated its investigation, see § 626(e).

7 The timing rules described above strike a “delicate balance” between competing goals. Logan, 939 F.3d at 8 2 9. L ike all limitation periods, they reflect Congress’s w eighing of various interests — most obviously, soc iety’s interest in deterring and remedying unlawful discrimination versus employers’ interest in n ot having to defend ag ainst (or remain prepared to defend against) stale claims. But Title VII and the ADEA’s unusually complicated procedural and timing rules b alance o ther interests too. Requiring aggrieved employee s to s eek redress from the EEOC b efore filing suit reflect s Congress’s decision to “rel[y] on a combination of pu blic and private” enforcement. Id. at 827. Giving employees more time to file a n EEOC charge if they first seek relief fro m “a S tate or local agency with authority to grant or seek relief from such practice,” 42 U.S.C. § 200 0e - 5(e)(1) (Title VII); see 29 U.S.C. § 626(d)(1) (ADEA), honor s cooperative federalism principles. Creating separate period s for how long an employee has to file a charge with the EEOC and how long she th en ha s to sue if the EEOC declines to take action reduces any incentiv e aggrieved employees may oth erwise have to give “short shrift” to either pre - charge or “pre - suit i nvestigation.” Logan, 939 F.3d at 829. And havin g Title VII and the ADEA specify their own limitations periods rath er than incorporate or borrow them fro m state law underscore s C ongress’s choice to favor a “unif orm ” and “ n ationwide ” enforcement system. Id. at 832. B. We agree with the Sixth Circuit that allowing private parties to prospectively shorten the time an employee has to bring suit under Title VII o r the ADEA would “abrogate [] substantive rights and contravene [] Congress’s un iform nationwide legal

8 regime for Title VII” and ADEA lawsuits. Logan, 939 F.3d at 826; accord Alexander v. Gardner - De nver Co., 415 U.S. 36, 51 (1974) (“[T]here can be no prospective waiv er of an employee’s rights under Title VII.”); 29 U.S.C. § 626 (f)(1)(C) (same for the ADEA). The inevitable — indeed, the on ly — impact of the Limitations Agreement is to shorten the total time Thomas would ha ve to complete two tasks: file a charge with th e EEOC and, after the E EOC proceedings conclude, file a private law suit. To be sure, t his Limitations Agreement — unlike the agreement the Sixth Cir c uit considered in Logan, see 939 F.3d at 826 — states that its 180 - day period “is tolled during the time [a] charge or claim is pending” before the EEOC. JA 25. But that still means the Limitations Agreem ent ga ve Thomas just 180 days to do two things (file a charge and then a lawsuit) that both Title VII and the ADEA w ould otherwise have give n her at least 270 days to do. See Part II I (A), su pra (explaining why, under the statutes, employees would alw ays have at least 180 days to file a charge w ith the EEOC followed by 90 days to file suit after hearing back). Put another way, the L imitations Agreement cannot function without reducing either: (1) the time Thom as had to file a charge with the EEOC; or (2) the time she h ad to sue after the EEOC proceedings terminated. We conclude either outcome would do violence to the carefully integrated remed ial scheme s Congress enacted. Start with shortening t he time an employee has to file a c harge with the EEOC. Both Title VII and the ADEA create “remedial scheme[s] in which laypersons, rather th an lawyers, are expected to in itiate the process. ” Com mercial Off. Prods., 486 U.S. at 124. Indeed, “ pro se filings may be the rule, not the exception, ” at the charge - filing stage. Federal Exp. Corp. v. Holowecki, 552 U.S. 389, 402 (2008). For that reason, the Supreme

9 Court has emphasized that the p rocess for filing EEOC charge s “ must be accessible to individuals who have no detailed know ledge of the relevant statutory mechanism s a nd agency processes.” Id. at 403. Now imagine an employee who signed — probabl y as part of a mountain of onboardi ng paperwork — an agreement that pu rports to give her only 180 days both to file a charge with the EEOC and then, if necessary, a lawsuit. Years later, the employer does something the employee believes may h ave been illegal. The employee has no lawyer an d must try to figure out what, if any, recourse she has. See Federal Exp. Corp., 552 U.S. at 400 (describing the EEOC’s dual role of “enforcing antidiscrimination laws and disseminating information about those laws to the pub lic”). Publicly available information, like the relevant statutory provisions and the EEOC’s website, explain s that employees like her may “file a charge [with the EEOC] within 180 calend ar days from the day the discrimination took place,” but that the dead line is, in certain circumstances, “extended to 300 calendar days.” Time Limits For Filing a Charge, U.S. EEO C, https://www.eeoc.gov/time - limits - filing - charge [https://perm a.cc/MUR3 - 2FVH ]. P ermitting judicial enforcement of contracts lik e the Limitations Agreement w ould seriously impair the navigability of thi s system. As the EEOC’s website advises, it can already be “complicated” for employees to “[f ]igur[e] out how much time” th ey have “to file a charge” because “[h] olidays and weekends are included in the calculation. ” T ime Limits For Fi ling a Char ge, U.S. EEOC, supra. But matters will get far worse if pro se employee s are expected to remember whether they ev er signed a document purporting to limit how lon g th ey had to file a charge w ith the EEOC, locate the relevant document, and

10 figure out fo r themselves whether (and if so how) that document does or does not mod ify what federal statutes and the EEOC’s own website say. So now consider the effect of al lowing judicial enforcement of priv ate contracts that shorten th e time an employee h as to file suit after hearing back from the EEOC. At oral argument, EOTech insisted there is no p roblem here, because employ ees like Thomas can (and probably should) just hire lawyers to prepare lawsuits while their charges are still pending before the EEOC. See Oral Arg. 2 9: 00 –: 40. That argument cannot be squared with the remedial scheme s Congress enacted. The whole point of requiring employees who believe they have been unlawfully discriminated against to file a charge with the EEOC is to avoid private lawsuits if possible. Maybe the EEOC process will help the employee realize that what the employer did was not illegal or that she does not want to pursue the matter further. Maybe th e conciliation process will work, and the employee will be satisfied with the outcome. Or maybe t he EEOC will file suit, th us obviating the employee’s need to file one of her own. Telling employees that they should hire private lawyers and get their lawsuits ready before the EEOC concludes its own process canno t be squared with Congress’s choice to make “cooperation and voluntary compliance ... the preferred means for achieving the goal of equality of employment opportunities.” Occidental Life Ins., 4 32 U.S. at 367 – 68 (alterations and quotation m arks removed); see Alexander, 415 U.S. at 44 (stating that Title VII’s enforcement sch eme is designed to give the EEOC an d similar state agencies “an opportunity to settle disputes through conference, con ciliation, and persuasion before the aggrieved party [is] permitted to file a lawsu it” (emphasis added)).

11 Consider too the pli ght of an employee who g ets a right - to - sue letter from the EEOC. Consistent with the United States Code, the Code of Federal Regulations, and the EEOC’s website, the letter tells the employee she h as 90 days to sue h er employer. But if EOTech’s p osition w ere correct, that may not actually be true. And even if the employee has found a lawyer by that point, the lawy er will need to ask the employ e e for copies of every agreement she has ever sign ed with her employer and calcu late how much time the employee actually has left. We see no evidence Congress meant for employ ees (or their lawyers) to have to navigate such co mplexities just to file a lawsuit in the first pl ace. E nforcing contracts like the Limitations A greement also risks distorting the EEOC’s decisions. Imagine two employees — Ann and Bill — who both file timely EEOC charges. The EEOC investigates and determines both charges hav e merit, but it only has the capacity to pu rsue one of them. All else equal, the EEOC would su e in Ann’s case while leaving Bill to file his own suit. (Perhaps the facts of Ann’s case are more egregious, or the agency hopes to use her case to establish a broad er legal principle.) B ut what if the EEOC knows it might be difficult — if not impossible — for Bill to file a private suit because he signed an agreement that has left h im with little (if any) time to file one? Would the agency feel compelled to choose Bill ’s case over Ann ’s? H ere too, w e see no evidence Congress meant for the EEOC to have to weigh such trad eoffs. C. For its part, EOTech insists this Court has already essentially d ecided th is case in its favor. As support, it relies primarily on th e Court’s (admittedly broad) statement in In re Cotton Yar n Antitrust Litigati on, 505 F.3d 274 (4t h Cir. 2007), that “[a]s a general rule,

12 statutory limitations periods may be sh ortened by agreement so long as th e limitations period is not unreasonably short.” Id. at 28 7. Accord ing to EOTech, that general rule governs h ere and th e Limitations Agreement is enforceable because its single 180 - day time limit is not unreason ably short. But Cotton Yar n involve d a very different issu e than the one we face here, and we conclude its holding do es not apply in this situation. The question in Cotton Yarn was whether a district court erred in not dismissing certain Sherman Act claims because the plaintiffs who brought them had validly agreed to arbitrate any such disputes. See 505 F.3d at 277. The Court first concluded th at, under North Carolina law, the parties made co ntract s that includ ed arbitration clause s. See id. at 278 – 81. The Court ne xt turned to “the bro ader question of whether the arbitration agreements [were] enforceable,” id. at 281, and it rejected two arguments for why they were not, see id. at 2 81 – 93. One of those arguments was that the arbitration clauses were unenforceable because they purported to giv e the parties one y ear to initiate arbitratio n of claims about which they would otherwise have four years to sue in court. S ee id. at 287. So Cotton Yar n ’s rele vant holding is that — at least as a general matter — a provision in a n arbitration cla use th at gives private parties less time to initiate arbitration than they would otherwise have had to file suit does not ren der the arbitration clause unenfo rceable or excuse courts from enforcing it. Accord Bracey v. La ncaster Foods, LLC, 838 Fed. Appx. 745, 746 (4 th Cir. 2020) (rejecting the argument that an agreement requiring arbitration of certain employment related claims was “unconscionable” because it gave a party less time to initiate arbitration than th at party would otherwise have had to bring suit). This situation is far different. T his case involves no ag reement to arbitrate and thus

13 does not implicate the “liberal f ederal policy favoring arb itration agreements” that is embodied in the Federal Arbitratio n Act (F AA) and framed the Court’s entire analy sis in Cotton Yar n. 505 F.3d at 281 – 82 (quoting Moses H. Cone Mem’l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24 (19 83), and discussing that policy in detail). The FAA requires courts to enforce most private arbitration agreements, see 9 U.S.C. §§ 2– 4, and Cotton Y arn holds that the fact that an agreement contains time limits for seeking a rbitration does no t eliminate that obligation. But Cotton Yar n ha d no occasion to cons ider whet her — and if so when — private parties may by contract create a new affirmative defense to a n otherwise timely filed federal statutory claim. EOTech also cites Atlantic Coast Line Rail road Co. v. Pop e, 119 F.2d 39 (4th Cir. 1941), but that decision is even further afield. That case arose out of a dispu te between a railroad and its employees. See id. at 40. Th e Railway Labor Act govern s such controversies and crea tes a syste m very d ifferent from Title VII and th e ADEA. See id. at 41. The Rai lway Labor Act’s “purpose was to continue the local settlement o f disputes, in accordance with the establish ed practice, if a carrier and its employees, acting through their representatives, shou ld so elect.” Id. at 4 3. In other words, that Act empowered rail carriers and their employee s’ uni ons to establish the terms governing resolution of any disputes, includin g the ability to select a “sho rter” period for bringing claims than the one “ set up in the statutes of limitations” that wo uld apply absent such an agreement. Id. at 44. But the reason it was “within the power o f the parties” to do so in Atlantic Coast Line Railroad (id.) was because Congress so instructed in th e Railway Labor Act. Here, in contrast, neither Title VII nor the ADEA contains any such statement, and both statutes contemplate

14 a uniform enforcement system. To be sure, Cott on Yarn (and to a lesser extent, Atlantic Coast Line Railroad) contains broad language about parties’ ability to “shorten []” “statutory limitations periods.” 505 F.3 d at 28 8. But we have it on good authority that “general expression s, in every opinion, are to be taken in connection with th e case in which those expressions are used.” Cohens v. Virginia, 19 U.S. (6 Wheat.) 264, 399 (1821) (Marshall, C.J.). We thus read those decisions’ “general language” as courts “ often read general language in judicial opinions — as refer ring in context to circumstances similar to the circumstances then before the Court and not referring to quite different circumstances that the Court was not then considering.” Illinois v. Lidster, 540 U.S. 419, 424 (2004). Our own holding is similarly limited. We need not — and thus do n ot — 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, we hold only th at the district court erred in dismissing Thomas’s suit because parties may n ot by advance agreement render untimely a suit that wou ld otherwise be timely u nder Title VII or the ADEA. Cf. Felder v. Casey, 487 U.S. 131, 134 (1988) (holding that state law may not impose additional requirements for suing under 42 U.S.C. § 1983). * * Even if what EOTech claims was Co tton Yarn ’s general rule applied here, we would conclude this case implicates bo th exceptions recognized in that opinion. F irst, although neither Title VII nor the ADEA expressly prohibits private parties from prospect ively modi fying their various timing provisions, cou rts read statutes as a whole rather than individual p rovisions in isolation. See, e.g., Samantar v. Yousuf, 560 U.S. 3 05, 319 (2010). And just like federal statutes may preempt state law s without an exp ress preemption clause, see, e.g., Arizona v. United States, 567 U.S. 387, 399 – 400 (2012), we (Continued)

15 IV. That leaves Thomas’s MFEPA claims. Ev en in federal court, state law g overns how long a plaintiff has to bring a state - law claim. See, e.g., Guaranty Tr. Co. of N.Y. v. York, 326 U.S. 99, 1 10 (1945). A nd under Maryland law, “[p]arties may ag ree to a provision that modifies the limitations result that would otherwise pertain provided (1) there is no controlling statute to th e contrary, (2) it is reason able, and (3) it is not sub ject to other defenses such as fraud, duress, or misrepresentation.” Ceccone v. Carro ll Home Servs., 165 A.3d 475, 482 – 83 (Md. 2017) (quo tation marks remov ed). Guided by those st andards, we conclude the district court did not err in d etermining the parties validly limited the amount of time Thomas had to bring her MFE PA claims. Thomas makes no argument that there is a “controlling statute” to the contrary or that the Limitations Agreement is “subject to oth er defenses such as fraud, duress, or misrepresentation.” Ceccone, 165 A.3d at 483 (quotation marks removed). Instead, she argues only that the time provided for bringing suit “is unreasonably short,” Thomas Br. conclude that Title VII an d the ADEA are best in terpreted as fo rbidding such a result. See Cotton Yar n, 505 F.3d at 287 (considering whether the federal statute at issue was best read to “prevent parties from agreeing contractually to a sh ortened limitations provision”). Second, and for similar reasons, we conclude that enforcing the Limitations Agreement would impair “substantive righ ts” because here — unlike i n Cotton Yar n— the r elevant time limits were enacted as part of the original statues and are inextricably bound up with the rights and remedies Congress created. See id. at 289 (emph asizing that the relevant limitations period was enacted “more than forty years after the original substantive liabilities were established” (quotation marks remov ed)); accord Davis v. Mill, 194 U.S. 451, 454 (1904) (Holmes, J.) (distinguishing between situations “where a statute creates a new liability, and in the same sect ion or in the same act l imits the time within which it can be enforced” and those w h ere the liab ility creating and time limiting provisions were enacted separately).

16 18, which wou ld violate Ceccone ’s second requirement. Based on the arguments Thomas has properly raised, we disagree. Under Ceccone, courts assess reasonableness under “the totality of th e circumstances.” 165 A.3d at 485. B ut even though Maryland’s high est court has identified five nonexclusive fact ors for co urts to apply in making that determination, see id., Thomas’s brief neither references tho se factors nor makes any argum ent about why they cut in her favor. Because no such arg uments have been preserved for our review, see, e.g., Grayson O Co. v. Agadir I nt’l LLC, 856 F.2d 307, 316 (4th Cir. 2017), we conclude the district court committed no reversible error in dismissing Thomas’s MFEPA claims. In so doing, we mak e no ruling about whether someone in Thomas’s position could h ave made a winning argument under Ceccone ’s seco nd factor. See, e.g., Ceccone, 165 A.3d at 485 (instructing courts to con sider “the relative bargaining p ower of the parties” and “whether the shortened limitations period applies only to claims brought by one of the parties or runs in both directions”). * * * Because Thomas’s Title VII and ADEA claims were timely, we vacate the grant of summary j udgment t o E O Tech on those claims. But the district court m ade no reversible error in concluding that Thomas’s MFEPA claims were t ime barred. The judgment is thus affirmed in part and vacated in part, and the case is remand ed for further proceedings consistent with this opinion. SO ORDERED