The Eleventh Circuit held that ERISA fiduciary breach claims do not require administrative exhaustion. It issued that ruling en banc in Bolton v. Inland Fresh Seafood Corporation of America, Inc. (No. 24-10084, Oct. 13, 2026). The court overruled a 41-year-old precedent requiring participants to exhaust plan procedures before bringing statutory ERISA claims. The decision does not change the exhaustion requirement for claims seeking benefits under a plan.
ERISA Fiduciary Breach Claims and Administrative Exhaustion
Most ERISA plans include internal claims and appeals procedures. When a plan administrator or insurer denies a claim for benefits, federal courts generally require the participant to exhaust administrative remedies (that is, to complete the plan’s internal appeal process) before filing suit. Bolton does not change that rule for benefit claims. The court expressly limited its holding to statutory claims and left intact its precedent requiring exhaustion when a plaintiff challenges a denial of benefits under the terms of a plan.
Statutory claims differ. They allege that a fiduciary or another party violated duties that ERISA itself imposes, rather than duties that arise from the plan’s terms. Claims for breach of fiduciary duty under ERISA § 502(a)(2), and claims for “appropriate equitable relief” under ERISA § 502(a)(3), fall into this category (29 U.S.C. § 1132(a)(2), (a)(3)). In Mason v. Continental Group, Inc., 763 F.2d 1219 (11th Cir. 1985), the Eleventh Circuit held that plaintiffs must exhaust plan procedures even for these statutory claims. Mason acknowledged that ERISA’s text contains no such requirement, but it imposed one anyway for policy reasons, such as reducing frivolous lawsuits and lowering the cost of dispute resolution.
The Dispute in Bolton v. Inland Fresh
Five former employees of Inland Fresh Seafood Corporation of America sued the company, the trustee of its employee stock ownership plan (ESOP), the plan’s committee, and four company officers and directors. In November 2016, the ESOP used the proceeds of a $92 million loan, guaranteed by Inland Fresh, to buy all of the company’s outstanding common stock from four of those officers and directors. The plaintiffs alleged that false financial projections, among other things, inflated the purchase price well beyond the company’s fair market value. As a result, they claimed, the plan and its participants overpaid by tens of millions of dollars. They also alleged that the trustee failed to conduct proper due diligence.
The defendants moved to dismiss, arguing that the plaintiffs had not exhausted administrative remedies and that the deadline to do so had passed. The U.S. District Court for the Northern District of Georgia treated Mason as binding, dismissed the complaint, and refused to stay the case so the plaintiffs could pursue plan remedies. A three-judge panel affirmed in 2025, also citing Mason. Two panel members, however, wrote separately to urge the full court to overrule it (Bolton v. Inland Fresh Seafood Corp. of Am., Inc., 155 F.4th 1272 (11th Cir. 2025)). The full court then vacated the panel opinion and reheard the case en banc.
How the Eleventh Circuit Reached Its Decision
ERISA Fiduciary Breach Claims and the Statutory Text
Writing for the en banc court, Judge Jordan described Mason‘s exhaustion rule as “an atextual product of judicial creation based solely on policy reasons.” The court reasoned that judges may not add requirements that Congress left out. It relied on the Supreme Court’s warning in Jones v. Bock, 549 U.S. 199 (2007), that “crafting and imposing” exhaustion rules a statute does not require “exceeds the proper limits on the judicial role.” If exhaustion should apply to statutory ERISA claims, the court concluded, Congress must amend the statute.
A Lopsided Circuit Split
The court noted that the Third, Fourth, Fifth, Sixth, Ninth, Tenth, and D.C. Circuits do not require exhaustion of statutory ERISA claims. The Seventh Circuit, the only circuit that sided with Mason, treats exhaustion as a matter of trial court discretion rather than a mandatory rule. The court also adopted the Third Circuit’s reasoning in Zipf v. AT&T, 799 F.2d 889, 891 (3d Cir. 1986): ERISA’s claims procedure provision, 29 U.S.C. § 1133, “refers only to procedures regarding claims for benefits.” The court described the resulting split as “a whopping 7-1-1.”
Discretion, Stare Decisis, and Retroactivity
The defendants argued that ERISA’s silence gave the court discretion to keep Mason‘s rule. The court declined for two reasons. First, ERISA provides for “ready access to the [f]ederal courts” (29 U.S.C. § 1001(b)), and an exhaustion requirement delays that access. Second, fiduciaries accused of misconduct “may well have a conflict of interest in administratively reviewing a complaint against them.”
The court also rejected the defendants’ stare decisis argument. It found Mason‘s reasoning “wanting,” noted the conflict with other circuits, and concluded that any reliance on Mason “is likely minimal.” The court explained that Mason added a procedural hurdle but did not change the claims, duties, or remedies that ERISA provides. Finally, the court refused to apply its ruling only to future cases. Applying the factors from Chevron Oil Co. v. Huson, 404 U.S. 97 (1971), it followed the “normal rule of retroactive application” and applied its holding to the parties in Bolton.
The Plan’s Language Did Not Require Exhaustion
The defendants argued the plan required exhaustion even if Mason did not. The court did not decide whether a plan can require exhaustion of statutory claims by contract. It found no such requirement in this plan. The Department of Labor agreed the plan’s review process was voluntary, not mandatory.
The court also found the plan’s arbitration clause, which referred to exhaustion before arbitration, irrelevant because no party had moved to compel arbitration. The court reversed the dismissal and sent the case back to the panel.
What Bolton Means for ERISA Fiduciary Breach Claims and Referring Counsel
- Participants in the Eleventh Circuit may now file breach of fiduciary duty claims and other statutory ERISA claims in federal court without first exhausting plan procedures.
- Claims for denied benefits still require exhaustion, so claimants should continue to file timely, well-documented administrative appeals.
- Plan language still matters. The court left open whether a plan can require exhaustion of statutory claims by contract. At oral argument, the Department of Labor said such requirements would face “an awful lot of judicial scrutiny.”
- Arbitration provisions remain a separate question. The court cited its 2025 decision in Williams v. Shapiro, 161 F.4th 1313 (11th Cir. 2025), which declined to enforce an individual arbitration provision because it waived ERISA statutory rights in advance.
- In the Third Circuit, which includes Pennsylvania and New Jersey, Zipf has not required exhaustion of statutory claims since 1986.
The decision also removes a defense that ESOP trustees, plan committees, and corporate insiders in the Eleventh Circuit have used to end fiduciary breach cases at the pleading stage. Bolton itself shows what was at stake: the district court dismissed the claims of a 578-member proposed class because of unexhausted remedies whose deadline had already passed.
Speak With an Experienced ERISA Attorney
The Garner Firm, Ltd. represents employees, former employees, and plan participants on an individual, collective, and class basis. Founder and Managing Member Adam H. Garner focuses his practice on ERISA litigation, long-term disability appeals, life insurance benefit claims, and retirement plan cases. Earlier in his career, he defended Fortune 100 companies against ERISA benefit and breach of fiduciary duty claims in federal courts across the country. Partner Melanie J. Garner has more than 20 years of experience advocating for clients in state and federal courts.
If you believe a plan fiduciary mismanaged your retirement plan or ESOP, or if you represent a client who needs an ERISA attorney, contact The Garner Firm for a free consultation. Call (215) 645-5955, complete the form on our website, or visit our office at 1617 John F. Kennedy Blvd., Suite 1111, Philadelphia, PA 19103.
This post provides general information and does not constitute legal advice.