## Facts

- Elizabeth Frost purchased residential security monitoring services from ADT under a preprinted agreement for $37.99 per month.
- The agreement stated ADT was “not an insurer,” contained a one-year suit-limitation clause for any claims regarding the contract, capped ADT’s liability at $300, and included an integration clause making the written agreement the complete contract.
- The agreement did not include smoke or carbon monoxide detection services unless separately purchased, and Frost had not purchased those services.
- ADT’s website stated that if its system detected a disturbance and ADT could not confirm a false alarm, it would contact emergency personnel; the claimants alleged Frost relied on those statements.
- On August 15, 2016, an accidental fire occurred at Frost’s home, resulting in her death.
- ADT received alerts from Frost’s system during the incident (including a sensor tamper and an expansion module failure), attempted to call Frost and a backup contact, and then cleared the alerts without contacting emergency services.
- Frost’s estate and heirs filed suit more than one year after the fire, asserting negligence, wrongful death, and claims based on alleged website misrepresentations.

## Issues

1. Whether Kansas law permits enforcement of a one-year contractual suit-limitation clause in a consumer alarm-monitoring contract to bar claims filed after one year.
2. Whether the one-year suit-limitation clause and related risk-allocation provisions were unconscionable and therefore unenforceable.
3. Whether alleged website representations could expand or modify ADT’s obligations despite an integration clause.
4. Whether the contractual suit-limitation clause could bar tort claims (including negligence and wrongful death) arising from the monitoring relationship.

## Decision

- The court affirmed dismissal of the action as time-barred under the contract’s one-year suit-limitation clause.
- The court held the one-year limitation was enforceable under Kansas law and applied to the claims at issue.
- The court rejected the unconscionability challenge to the one-year limitation and related liability-limiting terms.
- The court held the integration clause prevented reliance on extra-contractual website statements to create or expand contractual duties.
- The court applied the contractual limitation broadly to claims arising out of the service relationship, including tort-based theories tied to the monitoring obligations.

## Legal Principles

- Under Kansas law, parties may contract for a limitations period shorter than the statutory period if the shortened period is reasonable and not contrary to public policy.
- Adhesion or standard-form contracting, without more, does not establish unconscionability; unconscionability requires terms so one-sided as to be oppressive in context.
- Conspicuous “not an insurer” provisions and explicit risk allocation (low fee exchanged for limited liability and shortened time to sue) weigh against unconscionability in alarm-services contracts.
- An integration clause generally bars using promotional materials or website statements to alter or supplement contractual duties absent inclusion in the written agreement.
- A contract’s suit-limitation clause may apply to claims “based on” or “arising out of” the contractual relationship, including tort claims that depend on the alleged service duties.

## Conclusion

The court enforced the alarm-services agreement’s one-year suit-limitation clause and integration clause, concluding the plaintiffs’ contract- and tort-based claims arising from ADT’s monitoring relationship were untimely and not rescued by unconscionability or website representations.


Frost v. ADT, LLC, 947 F.3d 1261 (10th Cir. 2020)