En Banc Eleventh Circuit Holds That ERISA Does Not Require Administrative Exhaustion of Statutory Claims, Including Breach of Fiduciary Duty Claims, and Overrules Four Decades of Circuit Precedent

In Bolton v. Inland Fresh Seafood Corp. of America, Inc., No. 24-10084, — F.4th —-, 2026 WL 3056461 (11th Cir. Oct. 13, 2026), sitting en banc, the Eleventh Circuit overruled Mason v. Continental Group, Inc., 763 F.2d 1219 (11th Cir. 1985), and its progeny to the extent they hold that ERISA itself requires exhaustion of administrative remedies before a plaintiff may bring a statutory claim, including a claim for breach of fiduciary duty. Writing for the court, Judge Jordan reversed the district court’s dismissal, which had rested on Mason v. Continental Group, Inc., and remanded to the panel.

The dispute arose from an employee stock ownership plan created by Inland Fresh Seafood Corporation of America. Five former Inland Fresh employees sued the company and several alleged fiduciaries, including the plan’s trustee, the plan’s committee, and four officers and directors, on behalf of the plan and a proposed class of its 578 participants. In November 2016, the plan used the proceeds of a $92 million loan, guaranteed by Inland Fresh, to purchase all outstanding shares of the company’s common stock from four of the company’s officers and directors. Plaintiffs alleged that the purchase price was inflated by false financial projections and far exceeded the company’s fair market value, that the defendants breached their fiduciary duties by causing the plan and its participants to overpay by tens of millions of dollars, and that the trustee failed to conduct proper due diligence before settling on the price. Plaintiffs brought their claims under ERISA § 502(a)(2) and (a)(3), 29 U.S.C. § 1132(a)(2) and (a)(3). The defendants moved to dismiss, arguing that Plaintiffs failed to exhaust administrative remedies and that the deadline to do so had passed. The district court dismissed the complaint and denied a stay to allow Plaintiffs to pursue administrative remedies, explaining that it was bound by Mason v. Continental Group, Inc. A panel affirmed, and two members of the panel concurred to urge that the full court overrule Mason v. Continental Group, Inc. The court then vacated the panel opinion and reheard the case en banc.

The court began with ERISA’s text. Although ERISA is comprehensive, it contains no exhaustion requirement for statutory claims, and courts may not add a requirement that Congress omitted. The court observed that Mason v. Continental Group, Inc. itself acknowledged that ERISA does not require exhaustion for statutory claims, yet imposed one based on policy considerations drawn from Seventh Circuit precedent, reasoning that administrative procedures reduce frivolous litigation, minimize dispute-resolution costs, and aid plan trustees. General policy concerns, the court held, cannot overcome a statute’s plain language. Relying on Jones v. Bock, 549 U.S. 199 (2007), which rejected a judicially created exhaustion-pleading rule under the Prison Litigation Reform Act, the court concluded that Mason v. Continental Group, Inc. erred by crafting an atextual exhaustion requirement. If exhaustion is to be required for statutory ERISA claims, the court said, that result must come from amending the statute, not from judicial interpretation.

The court also emphasized that Mason v. Continental Group, Inc. stands at odds with seven sister circuits. The Third, Fourth, Fifth, Sixth, Ninth, Tenth, and D.C. Circuits have all held that plaintiffs asserting statutory ERISA claims need not exhaust administrative remedies, as reflected in Hitchcock v. Cumberland University 403(b) DC Plan, 851 F.3d 552 (6th Cir. 2017). Secondary authorities likewise side with the majority position. The only circuit to align with Mason v. Continental Group, Inc. is the Seventh Circuit, but that circuit’s exhaustion rule is discretionary rather than mandatory, so the Eleventh Circuit alone had imposed mandatory exhaustion on fiduciary-breach and statutory claims. The court further noted that ERISA’s internal claims-procedure provision, § 1133, addresses only claims for benefits and so does not support an exhaustion requirement for statutory, non-benefit claims.

Turning to stare decisis, the court applied the factors set out in McCarthan v. Director of Goodwill Industries-Suncoast, Inc., 851 F.3d 1076 (11th Cir. 2017), and Corporación AIC, S.A. v. Hidroeléctrica Santa Rita S.A., 66 F.4th 876 (11th Cir. 2023): the quality of the decision’s reasoning, its consistency with related decisions, legal developments since the decision, and reliance on the decision. The court found that each factor favored overruling. The analysis in Mason v. Continental Group, Inc. elevated policy over text and placed the circuit in direct conflict with its sister circuits, and any reliance interest was minimal because Mason v. Continental Group, Inc. added only a procedural hurdle without altering the claims, duties, or remedies available under ERISA. The court declined the defendants’ request to exercise discretion to retain an exhaustion requirement, reasoning that ERISA provides for ready access to the federal courts and that fiduciaries accused of malfeasance may have a conflict of interest in administratively reviewing complaints against themselves.

The court applied its holding retroactively to the parties. Using the factors from Glazner v. Glazner, 347 F.3d 1212 (11th Cir. 2003), which draws on Chevron Oil Co. v. Huson, 404 U.S. 97 (1971), the court concluded that retroactive application furthers ERISA’s objective of ready access to the courts and is not inequitable, in part because overruling Mason v. Continental Group, Inc. eases access to the courts without expanding liability for statutory claims.

Finally, the court held that the plan itself did not mandate exhaustion of statutory ERISA claims, so it did not need to decide the antecedent question whether parties may contract to require exhaustion where ERISA is silent. Section 8.10 of the plan, governing claims and review procedures, states that a participant or beneficiary “need not file a claim” but “may submit a written claim,” language the court read as permissive because “may” cannot mean “must.” The summary plan description reinforced that reading, telling participants that if plan fiduciaries misuse the plan’s money, they “may” seek assistance from the Department of Labor or file suit in federal court. The Department of Labor, appearing as amicus curiae, agreed that the plan’s internal review process is voluntary rather than mandatory, and the court concurred in that assessment. The court declined to treat the plan’s arbitration clause and its exhaustion language as relevant because no party had moved to compel arbitration. The court limited its holding to exhaustion of statutory claims and did not disturb its precedent requiring exhaustion for claims challenging the denial of benefits under a plan’s terms.