Gregory Smith v. Wakefield, LP

McDonald, J. For three centuries, Maryland law has provided that an action seeking payment of back rent for a residential lease is to be brought before the expiration of a three-year period of limitations. That period of limitations is currently reflected in Maryland Code, Courts & Judicial Proceedings Article ("CJ"), § 5-101. In recent decades, the question has arisen whether the period of limitations for such an action may be extended to 12 years by converting a residential lease into a "contract under seal" so that it might be regarded as a "specialty" - a type of action for which another statute, CJ § 5-102, provides the longer period of limitations. In Tipton v. Partner's Management Co ., 364 Md. 419 , 773 A.2d 488 (2001), this Court said "no," but that answer was a partial one, as it was based on the characteristics of the particular lease in that case.

This is the sequel. In 2007, Petitioner Gregory Smith entered into a month-to-month lease for an apartment in Baltimore City. It is undisputed that he remained in the apartment only a few months before vacating it and ceasing to pay rent. The circumstances under which he left are in dispute.

According to the landlord, Respondent Wakefield, LP ("Wakefield"), Mr. Smith was evicted for failure to pay rent in 2008; according to Mr. Smith, he gave appropriate notice for terminating the lease and left voluntarily. Seven years later, in 2015, Wakefield brought suit against Mr. Smith seeking to recover unpaid rent that it claimed Mr. Smith owed from 2008. When the case finally came to trial in 2018, Mr. Smith asserted that Wakefield had not filed suit within the three-year period of limitations in CJ § 5-101 that applies to actions seeking back rent. Wakefield argued that the lease qualified as a "contract under seal" and that the 12-year statute of limitations set forth in CJ § 5-102 applied.

If Wakefield is correct, its suit was timely; if Mr. Smith is correct, it was not. The District Court sitting in Baltimore City agreed with Wakefield's argument and entered a judgment in its favor. On appeal, the Circuit Court for Baltimore City reached the same conclusion. We reverse.

We hold that actions for back rent under residential leases are subject to a three-year period of limitations - as they have been for the past three centuries in Maryland - regardless of whether the lease includes provisions that purport to convert it into a contract under seal. To the extent that such provisions might be considered an agreement to modify the otherwise applicable period of limitations, such an agreement would be contrary to the State's landlord-tenant law and unreasonable under the particular circumstances of this case. I Background A. Statutes of Limitation for Civil Actions 1. CJ § 5-101 and CJ § 5-102 Two statutes that set forth limitations periods are relevant to this case.

First, the general statute of limitations for civil actions prescribes a three-year limitations period. It states: A civil action at law shall be filed within three years from the date it accrues unless another provision of the Code provides a different period of time within which an action shall be commenced. CJ § 5-101. Another statute provides a longer 12-year period of limitations for bringing certain types of actions classified as "specialties." It states, in pertinent part: (a) An action on one of the following specialties shall be filed within 12 years after the cause of action accrues, or within 12 years from the date of the death of the last to die of the principal debtor or creditor, whichever is sooner: ...

(5) Contract under seal ... CJ § 5-102(a)(5). 1 2. The Tipton Case This Court considered the possible application of these two statutes of limitations to an action seeking to recover back rent nearly two decades ago in Tipton v. Partner's Management Co. , 364 Md. 419 , 773 A.2d 488 (2001). That case concerned a residential lease.

The landlord and tenant entered into a one-year lease beginning in January 1992. Just above the signature lines on the pre-printed lease form appeared the legend: "IN WITNESS WHEREOF the parties hereto have set their hands and seals the day and year first above written." 364 Md. at 423 , 773 A.2d 488 (emphasis added). In addition, the word "SEAL" appeared in parentheses at the end of the signature line. Id.

The tenant was evicted from the property in November 1992 for failure to pay rent. The landlord sent the tenant a letter requesting payment, but did not take any legal action to collect the back rent for approximately seven years. In 1999, an agent of the landlord filed a complaint in the District Court. The tenant raised a defense that the suit had been filed well after the three-year period of limitations provided in CJ § 5-101.

The landlord responded that the lease was a "contract under seal" and that, accordingly, the 12-year period of limitations provided in CJ § 5-102(a)(5) applied. The District Court, in a decision affirmed by the Circuit Court on appeal, agreed with the landlord and denied the tenant's motion to dismiss the complaint. This Court granted a writ of certiorari to consider whether the lease in question was a contract under seal - i.e ., a specialty - and, if so, whether application of the period of limitations under CJ § 5-102(a)(5) would be "repugnant" to certain provisions of the State landlord-tenant law providing protections to tenants in residential leases. 364 Md. at 422 , 773 A.2d 488 . The Court ultimately concluded that the lease in question was not a "contract under seal" and, therefore, the 12-year period of limitations for specialty actions did not supersede the three-year period of limitations set forth in CJ § 5-101 in that case.

The Court was careful to say that it was not resolving whether application of the 12-year period of limitations would conflict with provisions of the State landlord-tenant law. Id. In reaching its disposition of the case, the Court observed that documents and instruments concerning the conveyancing of real property, such as leases, had long been executed "under seal" without any intention of creating a specialty action. 364 Md. at 425 -34 , 773 A.2d 488 . The Court also recounted, in elaborate detail, the legislative history of CJ § 5-101 and observed that historically Maryland law had applied a three-year period of limitations to actions for back rent since colonial times.

It noted that the enactment of CJ § 5-101 was a product of code revision and that there was no evidence that the General Assembly intended to change the longstanding period of limitations applicable to actions for back rent. Id. at 434-45 , 773 A.2d 488 . The Court stated that "[w]ithout evidence of [legislative] intent, we will not ... hold that the statute of limitations was changed in respect to leases during a general recodification." Id. at 446 , 773 A.2d 488 . The Court reiterated the results of its analysis in three separate sentences beginning "We hold ...." A difference in the language of one of those sentences may have significance for this case.

First, at the outset of the opinion, the Court previewed what was to come: We hold that a residential lease agreement, even if the lease agreement has the word seal affixed, is subject to the three-year limitation period enunciated in [ CJ § 5-101 ]. 364 Md. at 422 , 773 A.2d 488 . In a footnote appended to that sentence, the Court observed that parties could agree to waive an otherwise applicable statute of limitations, but that a seal alone would not effect such a waiver. Id. at 422 n.3, 773 A.2d 488 . Second, at the beginning of the "Discussion" section of the opinion, the Court again summarized its holding in similar language: We hold that actions for rent arrears under any kind of residential lease must be filed in compliance with [ CJ § 5-101 ]. 364 Md. at 425 , 773 A.2d 488 .

A footnote appended to that sentence cross-referenced the footnote concerning waiver that appeared with the prior statement of the holding. Id. at 425 n.9, 773 A.2d 488 . 2 Thus, the first two iterations of the holding in Tipton simply state that actions for back rent are subject to the three-year period of limitations in CJ § 5-101, that limitations periods may be waived, and that a seal does not suffice to effect such a waiver. Finally, in the concluding paragraph of the Tipton opinion, the Court reprised its holding in a passage that sets the stage for this case. The Court stated: We hold that claims for arrearages of rent under a residential lease, even a lease to which a seal is affixed, must be filed within the three-year limitation period unless the parties to the lease agree, in the body of the lease, that the lease is subject to the twelve-year limitation period of section 5-102. 364 Md. at 445 , 773 A.2d 488 .

As is evident, the first clause of that sentence restated the Court's conclusion concerning the lease that was before it. Unlike the previous two instances, however, the Court did not qualify its holding with a reference to the possibility of waiver of limitations. Instead, the second clause of the sentence following the word "unless" addressed a somewhat distinct question: whether a lease could be converted into a contract under seal and thus be made subject to the 12-year period of limitations in CJ § 5-102. This seemed to predict the Court's opinion about a hypothetical lease that might appear in a future case - the kind of prediction that is often referred to as dicta, as it was unnecessary to the decision in Tipton .

The dicta in Tipton generates several questions. It is not clear how that dicta related to the Court's reasoning in the case before it. The dicta seems at odds with the Court's indication that it would require evidence of legislative intent to extend the statute of limitations applicable to actions for back rent. It may be that the Court intended the dicta to illustrate a situation in which the parties waived the otherwise applicable period of limitations of CJ § 5-101, although it is not clear why such a waiver would need to involve CJ § 5-102.

In addition, there also remained the question that the Court in Tipton said that it was not answering - whether such an extension of the period of limitations would be "repugnant" to the State landlord-tenant law. This case presents the hypothetical future lease imagined in the Tipton dicta. We are now called upon to answer those questions. B. Wakefield's Action Against Mr. Smith for Back Rent The Lease On March 6, 2007, Mr. Smith entered into a lease agreement with Wakefield 3 to rent an apartment in Baltimore City. 4 A one-page cover sheet identified the address of the property and the tenant, specified the term (month-to-month) and the monthly rent, and set forth the basic lease agreement, incorporating an attached preprinted form entitled "Lease Covenants." The cover page included signature lines for the tenant and landlord's agent followed by "(Seal)." The attached Lease Covenants form consisted of seven pages of 90 numbered sections of varying lengths that stated various conditions of the lease and obligations of the tenant.

Among those provisions was a paragraph, which stated (in a font considerably smaller than what appears below): STATUTE OF LIMITATIONS : This lease is under seal and is subject to the twelve-year limitation period of Section 5-102 of the Courts and Judicial Proceedings Article of the Annotated Code of Maryland. This provision of the lease appeared to echo the dicta in the Tipton decision quoted earlier. 5 Complaint, Motion to Dismiss, and Trial in District Court On September 22, 2015, Wakefield filed a complaint in the District Court sitting in Baltimore City. In an attachment to the complaint, Wakefield alleged that Mr. Smith had failed to pay rent on December 1, 2007, and had been evicted as of the end of January 2008 - more than seven and a half years before the filing of the complaint. Wakefield sought to recover $ 4,035.42 (for unpaid rent and related costs) from Mr. Smith plus interest, attorney's fees, and court costs.

Nearly two more years passed before Wakefield served Mr. Smith with the complaint on August 14, 2017. Mr. Smith filed a notice of intent to defend (later amended), in which he stated, among other things, that he had given the landlord 90 days advance notice of his intent to vacate the property and that he owed no rent as of that time. In a written submission to the District Court, Mr. Smith also argued that Wakefield had failed to file its action within the three-year period of limitations applicable to an action for back rent. In response, Wakefield asserted that the lease was a contract under seal and that the applicable period of limitations was therefore 12 years pursuant to CJ § 5-102.

At the trial on December 18, 2017, the District Court rejected Mr. Smith's limitations defense and entered judgment for Wakefield in the amount it had requested. De Novo Appeal in Circuit Court Mr. Smith pursued a de novo appeal in the Circuit Court for Baltimore City. In that court, he moved to dismiss the complaint on the basis of the statute of limitations. On April 20, 2018, the Circuit Court heard argument on the motion and denied it.

After conducting a de novo trial that same day, the Circuit Court entered judgment in favor of Wakefield. 6 Mr. Smith then filed a petition for a writ of certiorari, which we granted on July 12, 2018. II Discussion A. Standard of Review In this appeal, Mr. Smith challenges only the Circuit Court's denial of his motion to dismiss the complaint on limitations grounds. The relevant facts are undisputed and the Circuit Court based that ruling on its understanding of the limitations period applicable to an action for back rent under Mr. Smith's lease with Wakefield. Thus, the issue before us is a question of law.

We review a circuit court's ruling on a question of law applied to undisputed facts without deference under what is sometimes called a " de novo standard of review." See, e.g., Walter v. Gunter , 367 Md. 386 , 392, 788 A.2d 609 (2002). B. The Period of Limitations Applicable to Actions for Back Rent Before us and before the Circuit Court, Wakefield has relied on the dicta in Tipton that an action for back rent must be filed within three years "unless the parties to the lease agree, in the body of the lease, that the lease is subject to the twelve-year limitation period of section 5-102." 364 Md. at 445 , 773 A.2d 488 . Wakefield argues that this statement provided a "road map" for extending the period of limitations for a back rent action to 12 years. In denying Mr. Smith's motion to dismiss on the basis of the three-year period of limitations, the Circuit Court accepted that argument.

We begin by analyzing whether such a "road map" would be consistent with the reasoning and actual holding in Tipton . 1. The Landscape Before 1970 The legislative policy judgment inherent in the designation of an appropriate period of limitations for a particular cause of action has long been recognized by this Court. See, e.g., Georgia-Pacific Corp. v. Benjamin , 394 Md. 59 , 84-85, 904 A.2d 511 (2006) ; Pennwalt Corp. v. Nasios , 314 Md. 433 , 437-38, 550 A.2d 1155 (1988) ; Pierce v. Johns-Manville Sales Corp. , 296 Md. 656 , 665, 464 A.2d 1020 (1983). In particular, "[a] statutory period of limitations represents a policy judgment by the Legislature that serves the interest of a plaintiff in having adequate time to investigate a cause of action and file suit, the interest of a defendant in having certainty that there will not be a need to respond to a potential claim that has been unreasonably delayed, and the general interest of society in judicial economy." Ceccone v. Carroll Home Services, LLC , 454 Md. 680 , 691, 165 A.3d 475 (2017).

In 1715, the Maryland colonial government passed a law stating that "all Actions of Debt for Arrearages of Rent" were subject to a three-year limitations period. Chapter 23, § 2, Laws of Maryland 1715. The specification that an action for back rent be subject to a three-year period of limitations remained an explicit part of Maryland statutory law through numerous recodifications during the following centuries. The Court's opinion in Tipton documented those recodifications in detail and there is no need to repeat that history here.

See 364 Md. at 436 -41 , 773 A.2d 488 . It suffices to say that, at the dawn of the most recent code revision project in the early 1970s, former Article 57, § 1 of the Maryland Code (1968 Repl. Vol.) provided that "All actions ... brought to recover rent in arrear, reserved under any form of lease ... and all distraints issued to recover such rent shall be commenced, sued, or issued within three years of the time the cause of action accrued...." 7 During that same time period, it was customary, if not required, that leases of real property were executed "under seal." See, e.g., Maryland Code, former Article 21 (1966 Repl. Vol.), § 6 (providing that "[e]very deed conveying real estate" - which, by definition, included many leases - "shall be signed and sealed..."), § 79 (statutory lease form with the word "SEAL" alongside spaces for signatures).

One can spend a pleasant afternoon in an obscure corner of a law library with some dusty treatises that recount the history of the use of seals in conveyances, leases, and contracts. See, e.g., 1 American Law of Property (1952) § 3.11; 3 American Law of Property, § 12.58; 1 Farnsworth on Contracts (4th ed. 2019), § 2.19; 1 Williston on Contracts (4th ed. 2007), §§ 2:2, 2:5. Again, this Court's opinion in Tipton provides some useful references as to the historical use of seals under Maryland law and we need not repeat that discussion in its entirety here. See 364 Md. at 425 -34 , 773 A.2d 488 .

Thus, historically, a residential lease typically was made under seal. Yet an action to collect back rent under that lease was subject to a three-year period of limitations. That remained true if the lease was entered into and the action was brought when the State adopted its first constitution in 1776, when Abraham Lincoln was president in the mid-1800s, when Babe Ruth was born in Baltimore at the turn of the next century, or when humankind first stepped onto the moon 50 years ago. In 1972, this Court observed that "[t]here is ... authority for the proposition that since recovery of arrearages of rent is specifically mentioned in [the predecessor of CJ § 5-101 ] and not in [the predecessor of CJ § 5-102 ], a lease cannot be regarded as a specialty to which [ CJ § 5-102 ] applies." Henry's Drive-In, Inc. v. Pappas , 264 Md. 422 , 430, 287 A.2d 35 (1972) ; 8 see also Tipton , 364 Md. at 438 , 773 A.2d 488 ("prior to 1973, the Legislature treated the recovery of accrued rent under all lease agreements as being within the confines of [the predecessor of CJ § 5-101 ]") (emphasis in original).

Wakefield essentially argues that the landscape is different now. Has anything changed during the last 50 years that would override the longstanding legislative policy decision and allow the period of limitations applicable to an action for back rent to quadruple from three years to 12 years? To consider the answer to that question requires a brief excursion into the early days of the latest round of code revision, which began nearly 50 years ago. 2. The Landscape After Code Revision Code revision is a periodic process by which statutory law is re-organized and restated with the goal of making it more accessible and understandable to those who must abide by it.

See generally Alan M. Wilner, Blame it all on Nero: Code Creation and Revision in Maryland (1994) (recounting the history of code revision in Maryland). Changes made in code revision are presumed to make clear the existing meaning of the statutory law rather than to change its meaning. This Court has long emphasized that "a change in a statute as part of a general recodification will ordinarily not be deemed to modify the law unless the change is such that the intention of the Legislature to modify the law is unmistakable." Blevins v. Baltimore County , 352 Md. 620 , 642, 724 A.2d 22 (1999) (citations, internal quotation marks, and emphasis omitted). The most recent code revision project began in the early 1970s.

Two concurrent parts of that project are relevant to this case: (1) the consolidation of many laws relating to periods of limitations in Title 5 of a new Courts & Judicial Proceedings Article; and (2) the revision of statutes relating to real property in Article 21 of the Maryland Code and its recodification in the new Real Property Article. The Courts and Judicial Proceedings Article In 1973, the General Assembly enacted the new Courts & Judicial Proceedings Article, which became effective on January 1, 1974. Chapter 2, §§ 18, 21, First Special Session, Laws of Maryland 1973. As with code revision generally, the revisors who drafted the new article had "[t]he onerous task of clarifying the logical relationship among code provisions related to the judicial system, while avoiding any substantive change in these provisions...." William H. Adkins II, Code Revision in Maryland: The Courts and Judicial Proceedings Article , 34 Md. L. Rev. 7 , 9 (1974).

Title 5 of the new article, entitled "Limitations and Prohibited Actions," consolidated various statutes of limitations. CJ § 5-101 stated a general three-year period of limitations. 9 CJ § 5-102 provided a 12-year period of limitations for "specialties." The Revisor's Note to CJ § 5-101 stated that it was new language derived from Article 57, § 1, which had specified a three-year period of limitations for, among other things, actions for rent arrearages. The Revisor's Note explained the simplified format of the new section: "Rather than listing the various forms of action, it is decided that a blanket three year provision, with exceptions for other limitations, be substituted." Chapter 2, First Special Session, Laws of Maryland 1973 at 204. The Revisors further explained: "Apparently the legislature intended to cover all causes of action existing in 1729 when this section was enacted, subject to certain exceptions.

It is believed that this section effectuates this intention in an updated fashion." Id. at 205-6. The Revisor's Note to CJ § 5-102 stated that it was derived from former Article 57, § 3, which had formerly listed specialty actions subject to a 12-year period of limitations. Id. at 206-7. That Note indicated that the recodification had deleted mention of two specialties listed in the former statute, apparently on the theory that such actions no longer existed, but if they did, would be captured by a catch-all category in the definition of "specialty." Id.

In a law review article about the new code article, the director of the code revision commission highlighted that Subtitle 1, covering both §§ 5-101 and 5-102, "contain[ed] a few minor substantive changes." William H. Adkins II, Code Revision in Maryland: The Courts and Judicial Proceedings Article , 34 Md. L. Rev. 7 , 33 (1974). 10 But these minor substantive changes had nothing to do with arrearages for rent. 11 Thus, code revision left the statute of limitations for that cause of action unchanged. Article 21 and the Real Property Article Contemporaneously with the recodification of limitations statutes in the new Courts & Judicial Proceedings Article, a project was also afoot to revise the statutes relating to real property, including those concerning leases. In 1972, the General Assembly enacted a comprehensive revision of Article 21 of the Maryland Code, entitled "Conveyancing," in the same format adopted for code revision and with a new title - "Real Property." Chapter 349, Laws of Maryland 1972. Two years later, the revised Article 21 was adopted with minor changes (together with a few provisions transferred from other articles) as the new Real Property Article ("RP").

Chapter 12, Laws of Maryland 1974. As part of the 1972 revision, the Legislature eliminated the requirement of a seal for conveyances of real property and leases. See Maryland Code, Article 21, § 4-101 (1972). Consistent with that decision, the statutory form for a lease no longer indicated that it was under seal.

See Maryland Code, Article 21, § 4-202 (1972). The commentary provided by the drafters of the 1972 revision of Article 21 confirmed that the revision intended to eliminate the custom of executing leases and other instruments under seal. See Maryland Code, Article 21, Title IV (1973 Repl. Vol.) at pp. 225-26. 12 3.

Revision of the Landlord-Tenant Law Coincident with the early years of code revision that produced the Courts and Judicial Proceedings Article and the Real Property Article, the General Assembly also revised the landlord-tenant law applicable to residential leases. In particular, it enacted RP § 8-208, which enumerates certain protections for tenants. See Chapter 375, Laws of Maryland 1974. Among those protections was an anti-waiver provision now codified, with minor amendments, in RP § 8-208(d)(2) : (d) A landlord may not use a lease or form of lease containing any provision that: * * * (2) Has the tenant agree to waive or to forego any right or remedy provided by applicable law; Any provision in a lease prohibited by this section is unenforceable.

RP § 8-208(g). Like similar statutes in other states, RP § 8-208 and related provisions were part of what some have referred to as a "revolution" in landlord-tenant law during the 1960s and 1970s that resulted in greater statutory protections for tenants. See Mary Ann Glendon, The Transformation of American Landlord-Tenant Law , 23 B. C. L. Rev. 503 (1982); Tom G. Guerts, The Historical Development of the Lease in Residential Real Estate , 32 Real Est. L. J. 356 (2004).

Landlord-tenant law originally derived from a feudal relationship in an agrarian setting under which a tenant was a relatively powerless employee who depended on the landlord for living quarters as well as livelihood. Guerts, 32 Real Est. L. J. at 357-58. Over the centuries, the law re-defined that relationship, melding principles of real property and contract law through court decision and more recently defining certain rights by statute, especially in the context of residential leases.

See generally Glendon, supra ; Guerts, supra ; see also Douglas M. Bregman, Maryland Landlord-Tenant Law: Practice and Procedure (4th ed. 2009) at 1-13. In modernizing landlord-tenant law, developments like the Uniform Residential Landlord and Tenant Act (1972) ("1972 URLTA"), 7B Uniform Laws Annotated (2018) at 275, and similar legislative reforms in Maryland attempted to, if not equalize the relationship, at least put it on a new legal footing. An anti-waiver provision like RP § 8-208(d)(2) is common to many landlord-tenant laws. See, e.g., 1972 URLTA, § 1.403, 7B Uniform Laws Annotated (2018) at 305. 13 While many such provisions preclude a waiver of rights specifically conferred by a landlord-tenant act, the Maryland provision is broader, as it bars lease provisions under which a tenant would waive or forgo rights or remedies under any "applicable law." An anti-waiver provision like RP § 8-208(d)(2) to some extent neutralizes the superior bargaining power that a landlord might have by precluding lease provisions that reverse tenant protections enacted by the Legislature.

Glendon, 23 B. C. L. Rev. at 548-49. 4. The Tipton Dicta As indicated above, the third iteration of the holding in Tipton suggested that a 12-year period of limitations could apply to an action for back rent under a residential lease if "the parties to the lease agree, in the body of the lease, that the lease is subject to the twelve-year limitation period of section 5-102." 14 Of course, that statement did not apply to the case before the Court and therefore was dicta. Although the purpose of this dicta is not clear, it is evident that the Court could not have been conclusively deciding the question of whether CJ § 5-102 could apply to an action for back rent arising from a residential lease, as the Court explicitly declined to decide, and left for another day, the question of whether a 12-year period of limitations would be contrary to RP § 8-208(d)(2). The reasoning that underlies the actual holding in Tipton points to a conclusion contrary to that which Wakefield wishes us to draw - at least in the absence of legislative action.

The Tipton Court reviewed the case law and legislative history and determined that CJ § 5-101, rather than CJ § 5-102, was applicable in that case. It noted that "since 1715 ... all claims for rent arrears have been subject to a three-year statute of limitations," and concluded the analysis section by highlighting that a "clear intent of the legislature to substantively modify the law is missing from the legislative history of the relevant statutes at issue in the case sub judice. " In other words, the law had always applied a three-year statute of limitations to back rent claims, and there is no legislative history suggesting that the Legislature had intended to change that longstanding period of limitations. Contrary to the notion that Tipton created a road map for quadrupling the statute of limitations for residential leases, the analysis in that opinion all but closed the door to the possibility that residential leases could ever become a specialty without further legislative action. 5.

Summary Prior to the early 1970s, residential leases were commonly executed under seal, and an action for back rent owed under such a lease had to be filed within a three-year statute of limitations. The largely non-substantive revision of the statutes governing limitations periods retained that three-year period of limitations for such actions. The concurrent revision of the statutes governing real property eliminated the need for a seal in residential leases. As the Court noted in Tipton , there is no indication in the code revision of the early 1970s that the Legislature intended to provide for an extension of the longstanding three-year period of limitations for back rent actions.

Indeed, it would seem odd to conclude that a landlord's decision to add an unnecessary seal to a residential lease form - or an additional sentence that invoked the concept of a "contract under seal" - would quadruple that period of limitations when the previous use of the seal in such leases did not signify a longer period of limitations. Moreover, such a conclusion is at odds with legislative enactments contemporaneous with the code revision of the early 1970s that expanded protections for residential tenants and precluded waiver of those protections in a lease. In the absence of legislative action, the reasoning of the Court in Tipton does not counsel otherwise. 15 So the "road map" does not get Wakefield to where it wants to go. There may be an alternative route to the result that Wakefield seeks - a more generous period of limitations for a landlord seeking to collect back rent from a residential tenant.

Like a contemporary navigational device, Tipton may offer a way to re-route. We consider that alternative path in the next section of this opinion. C. Whether There Was an Enforceable Agreement to Alter the Statute of Limitations As noted earlier, the Court in Tipton observed, in the first two statements of its holding, that parties to a contract may agree to waive a statute of limitations. 364 Md. at 422 n.3, 425 n.9, 773 A.2d 488 . Other than stating that "[g]enerally, affixation of a seal, alone, will not constitute such a waiver," the Court did not explicitly discuss the concept of waiver with respect to the facts of the case before it.

However, the dicta at the conclusion of the opinion might be understood as the Court's speculation as to how parties might waive the three-year period of limitations in CJ § 5-101 and extend the period of limitations by doing something other than simply affixing a seal. At the time it decided Tipton , the Court did not have the benefit of our subsequent decision in Ceccone v. Carroll Home Services, LLC , 454 Md. 680 , 165 A.3d 475 (2017), concerning modification of an otherwise applicable limitations period by agreement. The Ceccone case concerned an action brought with respect to a service contract for a residential heating system. Although the question in that case was whether the relevant period of limitations could be shortened from three years (as provided in statute) to one year (as provided in the contract), the Court discussed the criteria for recognizing any private agreement to alter a statutory period of limitations.

Endorsing a formula offered in a prior opinion of the Court of Special Appeals, this Court held that parties may agree to a provision that modifies the period of limitations that would otherwise apply to a cause of action, provided (1) there is no controlling statute to the contrary, (2) the modification is reasonable, and (3) the modification is not subject to other defenses such as fraud, duress, or misrepresentation. 454 Md. at 693 -94 , 165 A.3d 475 . With respect to the first issue - whether there is a controlling statute that precludes waiver of the three-year statute of limitations - Mr. Smith points to RP § 8-208(d)(2). As noted earlier, that statute provides, in pertinent part, that a lease may not provide that "the tenant agree to waive or to forego any right or remedy provided by applicable law." Whether an extension of the three-year period of limitations for a back rent action is precluded by RP § 8-208(d) was one of the questions raised, but not answered, in Tipton . The longstanding three-year period of limitations for a back rent action based on a residential lease is clearly "provided by applicable law" - CJ § 5-101 and its predecessors. 16 The question is whether it is a "right or remedy." It does not appear to fit the ordinary definition of "remedy." 17 The statute of limitations may be considered a