Walton v. Comfort Systems: Fire Alarm Testing and Inspection Is Covered “Maintenance” Under NYLL § 220; Second Circuit Certifies Whether the Prevailing-Wage Promise Is Implied in All Public Works Contracts and Whether One‑Year Limitations Clauses Bind Workers

Introduction

This Second Circuit decision addresses three pivotal questions under New York’s prevailing wage statute, New York Labor Law § 220, in a dispute between two fire alarm technicians, David Walton and Kevin Maddison, and their former employer, Comfort Systems USA (Syracuse), Inc. (doing business as ABJ Fire Protection). The technicians sought prevailing wages for fire alarm testing and inspection work performed on public works projects. The district court granted partial summary judgment to Comfort Systems, holding that (i) the relevant service contracts did not expressly promise prevailing wages, (ii) the contracts validly shortened the limitations period to one year, and (iii) inspection and testing work was not “covered” work under § 220.

On appeal, the Second Circuit (Judges Chin, Robinson, and Nathan; opinion by Judge Robinson) held that fire alarm testing and inspection is covered by § 220, thereby entitling such workers to prevailing wages. But because New York law is unsettled on two potentially dispositive issues—whether the prevailing-wage promise is implied by law in all public works contracts, and whether a one-year contractual limitations period is enforceable against third-party beneficiary workers—the court certified those questions to the New York Court of Appeals.

Summary of the Opinion

• Coverage holding: The court held that fire alarm testing and inspection services on public works qualify as “construction, maintenance or repair” within the meaning of NYLL § 220. The court deferred to a 2009 New York State Department of Labor (NYS DOL) opinion letter (RO‑09‑0180) concluding that inspection and testing are integral to maintenance because they ensure a system’s operational integrity and trigger necessary repairs. Contractual labels disclaiming “maintenance” cannot alter the statutory characterization of the work.
• Certified questions:
  1. Is a promise to pay prevailing wages implicit in every public works contract such that workers may sue their employers for breach of contract to enforce § 220 even if the written contract omits the statutorily required clause?
  2. Are one-year contractual limitations periods in public works contracts enforceable against workers bringing third‑party beneficiary breach of contract claims to enforce § 220?
• Case posture: The panel resolved the “coverage” issue in favor of the workers, but—finding New York law uncertain and policy-laden—certified the other two questions to the New York Court of Appeals and retained jurisdiction.

Background

Comfort Systems contracted with multiple New York public entities to provide fire alarm testing and inspection services (e.g., school districts, a state veterans’ home, a community college, and a fire department). Many contracts:

• Contained a one-year limitations clause: “No action shall be brought against Company more than one year after accrual of the cause of action.”
• Disclaimed prevailing wage obligations or stated the price was based on non‑prevailing (or, in some instances, prevailing) wage rates.
• Restricted the scope to testing/inspection and expressly disclaimed “maintenance, repairs, alterations,” etc., while sometimes stating services met NFPA and local code requirements.

Walton and Maddison (Alarm Systems Technicians) performed inspection and testing work from 2011 to 2015. They brought claims for prevailing wages under a third‑party beneficiary theory, quantum meruit, unjust enrichment, and wage/overtime claims. The district court granted partial summary judgment to Comfort Systems on all prevailing‑wage‑related claims. The FLSA claim was separately dismissed as time‑barred; an intraday travel claim under NYLL was later settled on a class basis, expressly reserving the prevailing wage claims for appeal.

Analysis

1) Precedents and Authorities Cited and Their Role in the Decision

Agency Deference and Scope of Covered Work

• NYS DOL Opinion Letter RO‑09‑0180 (Dec. 31, 2009): Concluded that inspection and testing of fire systems are part of “maintenance” because their purpose is to ensure operational integrity and to prompt repairs if needed; thus, they are covered by § 220 on public works. The letter referenced NFPA and Fire Code mandates for periodic inspection/testing. The letter’s prospective application (a controversy in Ramos) was not at issue here because all work post‑dated the letter.
• Ramos v. SimplexGrinnell LP:
  • Ramos II, 740 F.3d 852 (2d Cir. 2014): Recognized deference owed to NYS DOL and certified questions to the NY Court of Appeals concerning prospectivity and contract interpretation.
  • Ramos III, 24 N.Y.3d 143 (2014): Held that when a contract promises compliance with § 220, that promise is to comply with the statute as “correctly interpreted,” even if the parties misunderstood its scope. This underscored that statutory commands—not private labels or misunderstandings—govern.
• Samiento v. World Yacht Inc., 10 N.Y.3d 70 (2008), and Chesterfield Assocs. v. NYSDOL, 4 N.Y.3d 597 (2005): The Court of Appeals gives deference to the Labor Department’s interpretation of the statutes it enforces unless irrational or unreasonable.

Private Enforcement via Third‑Party Beneficiary Claims

• Fata v. S.A. Healy Co., 289 N.Y. 401 (1943): Allowed workers to sue as third‑party beneficiaries to enforce prevailing wage terms in a public works contract, especially where the contract included a wage schedule reflecting more specificity than the statute alone.
• Wright v. Herb Wright Stucco, 50 N.Y.2d 837 (1980): Endorsed the view that § 220’s administrative scheme does not displace workers’ third‑party beneficiary contract claims where contracts promise prevailing wages. The Court of Appeals adopted the Appellate Division dissent, emphasizing the statute’s protective purpose.
• Appellate Division decisions reflecting tension:
  • Wroble v. Shaw Environmental & Infrastructure Eng’g, 166 A.D.3d 520 (1st Dep’t 2018): Held that a clause expressly barring third‑party actions is void as against public policy in the § 220 context; the protective purpose of the statute trumps intent to preclude third‑party suits.
  • Singh v. Zoria Housing, LLC, 163 A.D.3d 1025 (2d Dep’t 2018): Permitted a third‑party beneficiary § 220 claim notwithstanding a contractual bid document that would have imposed administrative‑exhaustion requirements.
  • Maldonado v. Olympia Mechanical Piping & Heating Corp., 8 A.D.3d 348 (2d Dep’t 2004): Suggested that workers must plead and rely on the specific prevailing‑wage provisions of an identifiable contract (“expressly provides”), appearing to reinject orthodox third‑party beneficiary requirements.
• General third‑party beneficiary framework: Dormitory Authority v. Samson Constr. Co., 30 N.Y.3d 704 (2018) (intent to benefit must be clear from contract); Madeira v. Affordable Housing Foundation, 469 F.3d 219 (2d Cir. 2006) (elements of third‑party beneficiary claim).
• Administrative primacy but not exclusivity: Cayuga‑Onondaga BOCES v. Sweeney, 89 N.Y.2d 395 (1996) (administrative mechanism emphasizes public policy enforcement); Marren v. Ludlam, 14 A.D.3d 667 (2d Dep’t 2005) (no private right of action under § 220 until administrative determination—distinct from third‑party contract theory).

Contractual Limitations Periods

• Enforceability in general: N.Y. C.P.L.R. § 201 permits parties to shorten limitations periods if reasonable; cases routinely enforce one‑year periods in contracts (e.g., Timberline Elec. Supply Corp. v. Ins. Co. of N. Am., 72 A.D.2d 905, aff’d, 52 N.Y.2d 793; Krugman & Fox Constr. Corp. v. Elite Assocs., 167 A.D.2d 514; Planet Constr. Corp. v. Bd. of Educ., 7 N.Y.2d 381; Hurlbut v. Christiano, 63 A.D.2d 1116).
• Binding third‑party beneficiaries to contract terms: Timberline, 72 A.D.2d at 906, and BAII Banking Corp. v. UPG, Inc., 985 F.2d 685, 697 (2d Cir. 1993) (third‑party beneficiaries are generally bound by conditions and limitations of the contract under which they sue).

Certification Principles

• Barenboim v. Starbucks, 698 F.3d 104 (2d Cir. 2012): Certification is appropriate for issues of state importance that may require policy choices.
• RSD Leasing, Inc. v. Navistar Int’l Corp., 81 F.4th 153 (2d Cir. 2023): Certification is favored where state law is so uncertain that no reasonable prediction is possible.

2) The Court’s Legal Reasoning

A. Fire alarm testing and inspection is “maintenance,” hence covered by § 220

The court grounded its coverage holding in the NYS DOL’s 2009 opinion letter and the deference owed to the agency’s interpretation. The letter reasoned that periodic inspection and testing mandated by fire and building codes serve to ensure operational integrity and trigger repairs—functions inherent in maintenance. Therefore, inspection/testing work on public works is covered under § 220, which applies to “construction, maintenance or repair.” Comfort Systems’ contractual disclaimers (“no maintenance”) and labels cannot recharacterize the work or contract out of the statute. Under Ramos III, a promise (or obligation) to comply with § 220 is measured against the statute as correctly interpreted, not against the parties’ labels or misunderstandings. The court emphasized that many Comfort Systems contracts expressly tied services to NFPA and local code requirements, aligning them squarely with the DOL’s analysis.

B. Whether the prevailing-wage promise is implied by law in all public works contracts

The statute requires that public works contracts “contain” a provision obligating payment of prevailing wages. Yet the record included contracts that were silent or that disclaimed prevailing-wage obligations. The court canvassed competing strands in New York law:

• Traditional third‑party beneficiary doctrine focuses on the contracting parties’ intent; a third party may sue only where the contract clearly intends to benefit them (Dormitory Authority).
• But § 220 jurisprudence recognizes a special public policy. Wright and Fata permit workers to sue on public works contracts that promise prevailing wages; and Appellate Division cases like Wroble and Singh invalidate or disregard contractual provisions that would otherwise limit or foreclose third‑party claims, because § 220 must be “construed with liberality” to realize its protective purpose.
• Maldonado, in contrast, implies a need to plead and rely on an identifiable contract that “expressly” provides the prevailing wage term, gravitating back to orthodox third‑party beneficiary requirements.

Faced with these cross‑currents, the Second Circuit could not confidently predict whether New York would (i) deem the prevailing‑wage promise implied by law in every public works contract—effectively incorporating § 220(3)(a) into the contract even when omitted, or (ii) hold that a third‑party contract suit requires an express clause or other clear manifestation in the contract itself. Because the choice implicates core policy judgments about how § 220 is enforced, the issue was certified.

C. Whether a one‑year contractual limitations period binds § 220 third‑party beneficiary claims

As a matter of general contract law, third‑party beneficiaries suing “on” a contract are typically bound by its conditions and limitations, including shortened limitations clauses, so long as reasonable (one year is commonly enforced). But § 220 case law—Wroble and Singh—indicates that contractual terms that impede or foreclose third‑party enforcement of prevailing wages may be void as against public policy. The question, then, is whether a one‑year contractual limitations period, while facially reasonable, unduly impairs the statutorily grounded third‑party remedy in a way that contravenes § 220’s “beneficent purposes.”

Because this too turns on how New York courts reconcile general contract principles with the special public policy animating § 220, the Second Circuit certified the question.

3) Impact and Practical Implications

A. Immediate effects from the coverage holding

• Contractors and subcontractors performing fire alarm inspection and testing on New York public works must pay § 220 prevailing wages. Attempting to reframe the work as “not maintenance” or to limit the scope to “inspection/testing only” will not avoid coverage if the work’s purpose is to ensure operational integrity and spur repairs under applicable codes.
• Pricing and bidding for public contracts involving code-mandated inspection/testing should reflect prevailing wage labor costs. Agreements that quoted non‑prevailing labor may need revision; payment practices should be audited for compliance since 2009.
• Analogous work: The logic of the DOL letter and the court’s deference likely extends to other code‑driven inspection/testing work for public owners (e.g., sprinkler systems, possibly other life‑safety systems) where inspection/testing is integral to maintenance.

B. The certified questions—potential statewide consequences

• If the Court of Appeals holds the prevailing‑wage promise is implied by law:
  • Workers could sue as third‑party beneficiaries even when the written contract omits the clause mandated by § 220(3)(a), aligning with “incorporation by law” principles (statutes in force at contracting become part of the contract).
  • Public owners and contractors would have reduced ability to shield themselves by drafting silence or disclaimers; contract forms should be corrected and compliance strengthened.
• If the Court of Appeals enforces one‑year contractual limitations against workers:
  • Many prevailing‑wage contract suits could be time‑barred unless filed quickly; workers would need to preserve claims rapidly or pursue the administrative route.
  • Expect greater litigation over accrual dates and tolling, and sharper focus on whether wage underpayments are “continuing” breaches.
• If the Court of Appeals deems such limitations unenforceable:
  • Workers’ third‑party claims would likely be governed by the ordinary six‑year contract statute (C.P.L.R. § 213(2)), significantly expanding exposure for past underpayments.
  • Contract provisions that materially burden third‑party enforcement (waivers, exhaustion prerequisites, shortened periods) may be scrutinized under a public‑policy lens specific to § 220.

C. Guidance for stakeholders pending certification

• Public owners: Ensure standard forms expressly include the § 220 prevailing‑wage clause; remove barriers to worker enforcement that may be vulnerable (e.g., third‑party bars, undue exhaustion mandates).
• Contractors:
  • Audit current and past public works contracts and payroll for inspection/testing work since 2009; correct pricing and payment practices to reflect prevailing wages.
  • Reassess any shortened limitations provisions in light of potential unenforceability against workers; model alternative risk controls (e.g., enhanced notice and recordkeeping).
• Workers and unions: Track claims diligently; preserve evidence of covered work; consider both the administrative path under § 220 and third‑party contract strategies, bearing in mind potential limitations issues until the Court of Appeals rules.

4) Complex Concepts Simplified

• Prevailing wage (NYLL § 220): The minimum wage rates (and often supplemental benefits) set by locality and trade that must be paid to “laborers, workmen, or mechanics” on public works projects.
• Public works: Projects for public entities (state, municipal, or certain public agencies). When work is “about or upon” such projects, § 220 generally applies.
• Covered work: Under New York Court of Appeals precedent, § 220 covers “construction, maintenance or repair.” The DOL and the Second Circuit treat code‑mandated inspection/testing as “maintenance.”
• Third‑party beneficiary: Someone not a party to a contract, but whom the contract intends to benefit directly, may sue to enforce the contract. In § 220 cases, courts sometimes relax ordinary intent requirements to vindicate statutory policy.
• Certification to the Court of Appeals: When state law is unsettled and outcome‑determinative, federal appellate courts may ask the state’s highest court to resolve the question. The Second Circuit retains jurisdiction and will decide the appeal after the New York Court of Appeals answers.
• Contractual limitations period: Contracts may shorten the time to sue (e.g., to one year) if reasonable. Whether such clauses bind workers suing to enforce § 220 by contract turns on public‑policy limits in this specialized context.

Unresolved Questions Certified to the New York Court of Appeals

1. Is the promise to pay prevailing wages implicit in every public works contract so that individuals employed on public works projects may sue their employers for breach of contract to enforce the prevailing wage requirement under NYLL § 220 even if the employer’s written contract does not include the statutorily required promise to pay prevailing wages?
2. Are agreements to shorten the statute of limitations in public works contracts to one year enforceable against workers bringing third‑party beneficiary breach of contract claims to enforce the prevailing wage law?

Conclusion

Walton v. Comfort Systems delivers an important holding and frames two consequential policy questions for New York’s highest court. The Second Circuit squarely held that fire alarm inspection and testing on public works is covered “maintenance” under § 220, entitling workers to prevailing wages notwithstanding contractual disclaimers. By certifying whether the prevailing‑wage promise is implied in every public works contract and whether one‑year limitations clauses bind worker‑beneficiaries, the court acknowledges a clash between orthodox contract principles and the protective, public‑policy‑driven architecture of § 220.

The New York Court of Appeals’ answers will determine whether contractors and public owners can limit or condition workers’ third‑party contract suits through drafting—or whether § 220’s mandates enter public works contracts by operation of law and shield worker enforcement from contractual curtailment. In the interim, the coverage ruling itself has immediate compliance consequences: code‑mandated inspection and testing on public works must be paid at prevailing rates, and stakeholders should adjust contracting, pricing, and payroll practices accordingly.