Labor & Employment Law Daily Wrap Up, PENSION AND BENEFIT PLANS—11th Cir.: Eleventh Circuit overrules holding that ERISA requires exhaustion of statutory claims, (Oct 14, 2026)

By Todd Harrison, J.D.

An outlier among other circuits that have considered the question, the Eleventh Circuit overruled its practice of imposing an administrative exhaustion requirement for ERISA breach of fiduciary duty claims.

Revisiting its decision in Mason v. Continental Group, Inc., 763 F.2d 1219 (11th Cir. 1985), which imposed a mandatory administrative exhaustion requirement for all statutory claims brought under ERISA, the Eleventh Circuit, sitting en banc, overruled Mason and its progeny to the extent that they held that ERISA itself required the exhaustion of statutory claims. The court found that Mason “was an atextual product of judicial creation based solely on policy reasons,” noting that ERISA itself does not require exhaustion for statutory claims. Further, other circuits, save for the Seventh Circuit, have not aligned with Mason, and the Seventh Circuit’s exhaustion rule, unlike that in Mason, is not mandatory (Bolton v. Inland Fresh Seafood Corp. of America, Inc., No. 24-10084 (11th Cir. Oct. 13, 2026)).

Inland Fresh. This case arose from an employee pension plan created by Inland Fresh Seafood Corporation of America. The named plaintiffs in this class action are five former Inland Fresh employees. They sued Inland Fresh and several alleged fiduciaries, asserting that the plan used the proceeds from 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. According to the plaintiffs, that purchase price was inflated and far exceeded the company’s fair market value.

On behalf of the plan itself and a proposed class of the plan’s 578 participants, the plaintiffs brought claims under ERISA alleging the defendants breached their fiduciary duties by causing the plan and its participants to overpay by tens of millions of dollars for the Inland Fresh common stock.

Exhaustion requirement. Moving to dismiss, the defendants argued, among other things, that the plaintiffs did not exhaust administrative remedies prior to filing suit and that the deadline for pursuing such remedies had passed. The district court dismissed the complaint and denied the plaintiffs’ request to stay the case to pursue administrative remedies. The court explained that it and the parties were bound by Mason and its progeny.

Affirming the district court’s dismissal, an Eleventh Circuit panel also concluded that it was bound by Mason. In a separate concurrence, two members of the panel opined that Mason had been wrongly decided and should be overruled by the full court. The Eleventh Circuit vacated the panel’s opinion and ordered rehearing en banc.

Imposing a requirement. First, the court noted that it did not take its decision to overrule Mason lightly, but it also explained that Mason’s requirement of administrative exhaustion “was an atextual product of judicial creation based solely on policy reasons.”

Beginning with the text of ERISA itself, the court observed that ERISA does not contain an exhaustion requirement for statutory claims, and it has long been understood that courts “are not at liberty to add to or take from the language of [a] statute.” Stockley v. United States, 260 U.S. 532, 540 (1923). Thus, as a general matter, courts should not impose a requirement that Congress has omitted, said the court here. Mason itself acknowledged that ERISA does not require exhaustion for statutory claims, yet it imposed an exhaustion requirement for policy reasons. This was a mistake, and the court now acknowledged that “We are bound by statutory text, and the matter of exhaustion is no exception.”

Outlier. While the fact that the administrative exhaustion holding in Mason was unmoored from ERISA’s text was enough, in doctrinal terms, to call it into serious question, the court also noted that Mason and its progeny were at odds with seven other circuits which have held that plaintiffs asserting statutory claims under ERISA do not have to exhaust administrative remedies. Secondary authorities also side with the majority position, observed the court.

As to the only circuit to align with Mason, the Seventh Circuit, the court explained that the Seventh Circuit’s exhaustion rule, unlike that in Mason, is not mandatory. Thus, the court found that it stood alone in requiring mandatory exhaustion for fiduciary-breach and statutory claims under ERISA.

Stare decisis. According to the defendants, stare decisis strongly counseled against overruling Mason, arguing that the court “should... not discard forty years of predictability.” The court was not persuaded.

Addressing this argument, the court agreed that Mason was long-standing precedent and recognized that it may have created certain reliance interests over the years. However, it found that any reliance was likely minimal. Although Mason added a procedural hurdle to litigation by grafting an exhaustion requirement onto ERISA, it did not alter the nature of available claims brought, duties owed, and remedies authorized under ERISA itself. Accordingly, the court overruled Mason and its progeny to the extent they hold that ERISA itself requires exhaustion of statutory claims, including claims for breach of fiduciary duty.

Retroactive application. Next, the defendants urged the court to overrule Mason only prospectively, but the court found no reason here to depart from the normal rule of retroactive application.

Citing Chevron Oil Co. v. Huson, 404 U.S. 97 (1971), the court noted that it has recognized three factors to help determine whether retroactive application should apply. Even assuming the first of those factors—that this decision announced a new principle of law—cut against retroactive application, the court found the other considerations weighed in favor of its usual rule of retroactivity.

With regard to the second factor, “whether ‘retrospective operation will further or retard [the rule’s] operation,’” the court noted that ERISA contemplates “ready access to the [f]ederal courts,” and the overruling of Mason furthers that objective rather than hindering it.

The court was then left to consider “whether making the rule retroactive would be inequitable.” The court found that this factor also favored retroactivity. Given its conclusion that exhaustion is not required by ERISA, the court was not persuaded by the defendants’ argument that retroactively applying its holding would “frustrate the parties’ bargain” as reflected in the terms of the plan. Nor was the court concerned with an uptick in liability for those who had not faced liability before, as its holding does not expand liability for statutory claims under ERISA.

The plan itself. Finally, the defendants argued that the court should not consider whether the panel was correct in ruling that the plan itself—aside from ERISA—required administrative exhaustion for all ERISA claims. Determining whether the plan requires exhaustion of ERISA statutory claims would normally require the court to answer an antecedent question: whether the parties can contract through the language of a plan to require exhaustion of statutory claims where ERISA itself is silent on the matter.

In the end, the court found that it need not answer this antecedent question because it concluded that the plan in this case did not mandate exhaustion for statutory ERISA claims. Although there was exhaustion language in the plan’s arbitration clause, the court found this was not relevant for the simple reason that no party had moved to compel arbitration. Accordingly, the court reversed the district court’s dismissal and remanded the case to the panel for any further proceedings that may be necessary.

The case is No. 24-10084.

Judge: Jordan, A.

Attorneys: Sean E. Soyars (Schlichter Bogard) for Rani Bolton, Alison Mercker, James Armstrong, Benjamin Lyman, and Melissa Suter. Theodore M. Becker (McDermott Will & Schulte) for Inland Fresh Seafood Corp. of America, Inc., Joel Knox, Bill Demmond, Chris Rosenberger, and Les Schneider.

Companies: Inland Fresh Seafood Corp. of America, Inc.

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