Joining the majority of circuit courts, the Eleventh Circuit, sitting en banc, held that ERISA plan participants may file fiduciary-breach and other statutory ERISA claims in federal court without first exhausting the plan’s internal claims process In Bolton v. Inland Fresh Seafood Corporation of America (Oct. 13, 2026), the court overruled its 1985 decision in Mason v. Continental Group, 763 F.2d 1219 (11th Cir. 1985), which had required plaintiffs to exhaust administrative remedies before bringing any statutory claim under the Employee Retirement Income Security Act (ERISA), 29 U.S.C. §§ 1001 et seq. After Bolton, plan sponsors and fiduciaries can no longer count on exhaustion as an early defense, changing how ERISA litigation will be fought in the Eleventh Circuit.
Bolton arises from a decision by Inland Fresh’s employee stock ownership plan (“ESOP”) to use a $92 million company-guaranteed loan to buy all the company’s stock from four of its officers and directors. Five former employees sued the company, the trustee, the plan committee, and those insiders, alleging that the purchase price was inflated and that the plan trustee failed to conduct proper diligence. They sued under § 502(a)(2) and (3) of ERISA, on behalf of the plan and a proposed class of 578 participants.
The district court, bound by Mason, dismissed the case for failure to exhaust administrative remedies. The court also refused the plaintiffs’ request to stay proceedings to pursue those remedies, because their deadline had passed. The plaintiffs appealed, and the Eleventh Circuit affirmed, although two judges urged in a concurring opinion that Mason was wrongly decided and should be overruled by the full court. Rehearing the case en banc, the court reversed and remanded to the district court.
Looking first at the statutory language, the Eleventh Circuit concluded that ERISA itself contains no exhaustion requirement for statutory claims, and courts may not add requirements beyond those imposed by Congress. The court dismissed Mason as an “atextual product of judicial creation based solely on policy reasons.” Moreover, Mason should not be upheld based on stare decisis, particularly when overturning that precedent would put the Eleventh Circuit in line with seven other circuits (the Third, Fourth, Fifth, Sixth, Ninth, Tenth, and D.C. Circuits) that have rejected an ERISA exhaustion requirement.
The court also rejected the approach taken by the Seventh Circuit, which does not make exhaustion mandatory but instead leaves it to the trial court’s discretion. First, an exhaustion requirement frustrates ERISA’s promise of “ready access to the [f]ederal courts.” Second, in fiduciary-breach cases, the people accused of wrongdoing may have a conflict of interest if they are also the ones reviewing the administrative claim.
Bolton’s holding applies retroactively to pending cases. The court rejected the defendants’ request to apply the new rule only prospectively, because that rule makes it easier to get into court but does not expand anyone’s liability under ERISA.
Finally, the court looked to the language of the Inland Fresh plan, which did not require exhaustion. The claims procedure stated that participants “need not” file a claim and “may” seek review, which is permissive rather than mandatory language. And the summary plan description told participants they “may file suit in a federal court” if fiduciaries misused plan money.
Although Bolton represents a major change for ERISA litigants, it has its limits. First, it applies only to statutory ERISA claims. It does not affect existing law requiring exhaustion for claims challenging a denial of benefits under the terms of a plan, which are based on contract, not statute.
The court also left open the question of whether a plan can require exhaustion of statutory claims by contract, although it indicated such provisions will face skepticism. As noted by counsel for the Department of Labor (as amicus) at oral argument, such contractual requirements would receive “an awful lot of judicial scrutiny.” Further, the Supreme Court has excused contractual exhaustion requirements in some suits based on federal statutes. The court also did not address the exhaustion language in the plan’s arbitration clause, because no party had moved to compel arbitration.
Bolton brings the Eleventh Circuit in line with most other circuits, and companies with plan participants in Alabama, Florida, and Georgia should update their plan documents and ERISA risk assessments accordingly.