Can we shorten the time to sue us by contract in New Jersey?
In a contract for the sale of goods, yes within a floor: an action for breach must be commenced within four years after accrual, and by the ORIGINAL agreement the parties may reduce the period to not less than one year but may not extend it. Outside that, Rodriguez distinguishes a private agreement limiting purely private claims from one that shortens a period woven into a public-purpose statutory scheme; the latter is tested against that scheme: a private agreement that frustrates the Law Against Discrimination's public-purpose imperative by shortening the two-year limitations period for private LAD claims cannot be enforced. For goods the clock is fixed by the section too: the cause of action accrues when the breach occurs "regardless of the aggrieved party's lack of knowledge of the breach", a warranty is breached on tender of delivery unless it explicitly extends to future performance, and an action terminated so as to leave another available may be refiled within six months (§ 12A:2-725(2)-(3)). And the Law Against Discrimination rule is now statutory in both directions: no LAD right or remedy "shall be prospectively waived" (§ 10:5-12.7(b)).
The trap
New Jersey polices shortening by SUBJECT MATTER, not by reasonableness alone, and Rodriguez is the illustration: a six-month suit-limitation buried in an employment application was held unenforceable for LAD claims because it divested the employee of the right to pursue the administrative remedy the Act makes available beside the judicial one. The statutory overlay is blunter still, § 10:5-12.7 declares that a provision in any employment contract (collective bargaining agreements excepted) waiving any substantive or PROCEDURAL right or remedy relating to a claim of discrimination, retaliation or harassment is against public policy and unenforceable, and that no LAD right or remedy may be prospectively waived. Also note the sale-of-goods floor cuts the other way from the usual assumption: the parties may shorten but may NOT extend, so a negotiated longer warranty-claim window cannot extend the four-year period, though a warranty that explicitly extends to future performance moves accrual to discovery under (2).
10 authorities
- statuteN.J. Stat. Ann. § 12A:2-725enactment date not established
The words that state the rule
(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
The words that state the rule
We hold that a private agreement that frustrates the LAD’s public-purpose imperative by shortening the two-year limitations period for private LAD claims cannot be enforced.
- statuteN.J. Stat. Ann. § 10:5-12.7enactment date not established
The words that state the rule
A provision in any employment contract that waives any substantive or procedural right or remedy relating to a claim of discrimination, retaliation, or harassment shall be deemed against public policy and unenforceable.
- statuteN.J. Stat. Ann. § 12A:2-725enactment date not established
The words that state the rule
(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered. (3) Where an action commenced within the time limited by subsection (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute. (4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this Act becomes effective.
- statuteN.J. Stat. Ann. § 10:5-12.7enactment date not established
The words that state the rule
b. No right or remedy under the "Law Against Discrimination," P.L.1945, c.169 (C.10:5-1 et seq.) or any other statute or case law shall be prospectively waived.
The words that state the rule
Here an employment application contained a provision requiring the applicant, if hired, to agree to bring any employment-related cause of action against the employer within six months of the challenged employment action and waive any statute of limitations to the contrary. After being hired and employed for a period of time, plaintiff filed a complaint in Superior Court against his former employer, claiming among other 2 things an LAD violation premised on disability discrimination. The trial court dismissed the action, enforcing the six-month limitations period for filing that employment-related claim, and the Appellate Division affirmed. We reverse.
- statuteN.J. Stat. Ann. § 10:5-12.7enactment date not established
The words that state the rule
c. This section shall not apply to the terms of any collective bargaining agreement between an employer and the collective bargaining representative of the employees.
The words that state the rule
Explicitly then, the Legislature understood and accepted that public policy requires a more lengthy period of time to obtain LAD relief through that permissible combination of avenues. The Legislature’s tacit approval of the two-year limitations period accommodates the two processes available under the LAD. A shortening of the limitations period applicable under law undermines and thwarts the legislative scheme that includes the DCR remedy as a meaningful option. In fact, the instant contractual limitations period works as an effective divestiture of the right to pursue an administrative 26 remedy. The two forums that the LAD makes available both protect the public interest in identifying, rectifying, and eliminating discrimination. That public interest in rooting out forbidden discrimination may not be lightly contracted away by private arrangement.
The words that state the rule
Second, a statute of limitations period short of two years effectively eliminates claims. As a practical matter, it takes time for an individual to bring his or her claim to an attorney. The individual may not immediately realize that he or she has been a victim of discrimination.
The words that state the rule
The challenged provision cannot be viewed as a private contractual agreement by which private parties contract to limit private claims by shortening the generally applicable statute of limitations for such actions.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.