155 F.4th 144
2d Cir.2025Background
- Plaintiffs (Maddison and Walton) were alarm systems technicians who performed fire-alarm testing and inspection for Comfort Systems on New York public works projects.
- Several written contracts between Comfort Systems and public entities (schools, colleges, veterans home, fire department) governed the inspected sites; contract language varied as to whether prevailing wages or maintenance were referenced.
- Many of those contracts either (a) omitted an explicit promise to pay prevailing wages, (b) disclaimed that services were "maintenance," or (c) stated the contract amount was "based on" prevailing wage rates.
- Every contract at issue contained a clause shortening the contractual limitations period to one year.
- Plaintiffs sued for prevailing wages under NYLL § 220 via third-party beneficiary breach-of-contract, and for related equitable claims; the district court granted partial summary judgment for the employer on three grounds: (1) contracts lacked an express prevailing-wage promise, (2) one-year limitation bars Plaintiffs’ claims, and (3) testing/inspection was not covered work under § 220.
- The Second Circuit: (a) held testing/inspection is covered by § 220 (deferring to a 2009 NYS DOL opinion letter), and (b) certified two unsettled New York law questions to the NY Court of Appeals about implied contractual promises to pay prevailing wages and enforceability of one-year contractual limitations against third-party beneficiaries.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether fire-alarm testing and inspection is "covered" work under NYLL § 220 | Testing/inspection is integral to maintenance and thus falls within § 220 | Testing/inspection is merely code-compliance and not maintenance, so § 220 does not apply | Held: Testing and inspection are covered; court defers to 2009 NYS DOL opinion concluding such work is maintenance and thus within § 220 |
| Whether a public-works contract implicitly includes the statutorily required promise to pay prevailing wages (so employees may sue as third-party beneficiaries even if the written contract omits the clause) | § 220 requires inclusion of a prevailing-wage promise; allowing contractors to omit it would defeat the statute and permit circumvention; Appellate Division precedents suggest private suits should be available | General NY third-party-beneficiary law requires contracting parties’ intent to benefit a third party; absent express contract language, no private contract claim should lie | Held: Uncertain under New York law; Second Circuit declined to predict outcome and certified the question to the NY Court of Appeals because Appellate Division case law is divided |
| Whether a contractual one-year limitations clause is enforceable against workers bringing third-party-beneficiary claims to enforce § 220 | Plaintiffs: such contractual waivers/shortened periods may be unenforceable against workers where § 220 serves a public-protective purpose and courts have invalidated other contractual limits that would defeat enforcement | Defendant: Parties can agree to shorten limitations so long as the period is reasonable; third-party beneficiaries are bound by contract terms, including shortened limitations | Held: Uncertain; though district court found one-year period enforceable and Plaintiffs’ claims time-barred, the Second Circuit certified the question to the NY Court of Appeals because state precedent is unsettled |
Key Cases Cited
- Fata v. S.A. Healy Co., 289 N.Y. 401 (N.Y. 1943) (Court of Appeals allowed third-party beneficiary suit where contract fixed wage schedule beyond statutory language)
- Wright v. Wright Stucco, 50 N.Y.2d 837 (N.Y. 1980) (Court of Appeals endorsed allowing contract remedy alongside administrative scheme to vindicate prevailing-wage rights)
- Ramos v. SimplexGrinnell LP, 24 N.Y.3d 143 (N.Y. 2014) (Court of Appeals: contractual agreement to comply with statute means comply with correct interpretation, even if parties misunderstood at contracting)
- Dormitory Auth. of State of N.Y. v. Samson Constr. Co., 30 N.Y.3d 704 (N.Y. 2018) (third-party beneficiary claim requires contracting parties’ intent to benefit the third party)
- Samiento v. World Yacht Inc., 10 N.Y.3d 70 (N.Y. 2008) (administrative agency interpretations of statutes it enforces are entitled to deference)