On October 13, 2026, the en banc Eleventh Circuit held in Bolton v. Inland Fresh Seafood Corporation of America that ERISA does not require plaintiffs to exhaust a plan’s internal claims procedures before suing in federal court for breach of fiduciary duty or other statutory violations. The ruling overturns four decades of precedent that had made the Eleventh Circuit the only circuit to require exhaustion of statutory ERISA claims. For plan sponsors and fiduciaries sued in Alabama, Florida, and Georgia, the decision removes a common early-dismissal defense and aligns the Eleventh Circuit with most other circuits.
The Underlying Action
The plaintiffs, five former Inland Fresh employees, filed a putative class action on behalf of the company’s employee stock ownership plan and its participants. They alleged that in November 2016, the plan used a $92 million loan, guaranteed by Inland Fresh, to buy all of the company’s outstanding common stock from four of its officers and directors. According to the plaintiffs, the price was inflated, partly by false financial projections, and the defendants (the plan’s trustee, its fiduciary committee, and the officers and directors from whom company stock was purchased) breached their fiduciary duties by causing the plan to overpay by tens of millions of dollars. Bound by circuit precedent, the district court dismissed the complaint for failure to exhaust administrative remedies. A panel of the Eleventh Circuit affirmed, though two judges wrote separately urging the Court to overrule that precedent. The full Court then vacated the panel opinion and granted rehearing en banc.
The Circuit Split
Forty years ago, the Eleventh Circuit acknowledged that ERISA’s text does not require exhaustion of statutory claims, but imposed the requirement anyway. As the en banc decision explained, that holding was animated by policy reasons, such as reducing frivolous lawsuits and lowering the cost of resolving disputes. Since then, the Third, Fourth, Fifth, Sixth, Ninth, Tenth, and D.C. Circuits have all held that plaintiffs bringing statutory ERISA claims need not exhaust plan remedies. Only the Seventh Circuit sided with the Eleventh Circuit, and even it leaves exhaustion to the district court’s discretion rather than requiring it. With “a whopping 7-1-1” split, as the en banc Court called it, the Eleventh Circuit stood alone.
The En Banc Decision
The en banc Court reversed the dismissal and overruled its earlier decision and later cases following it “to the extent they hold that ERISA itself requires exhaustion of statutory claims, including claims for breach of fiduciary duty.” The ruling rested on three grounds.
ERISA’s text: ERISA contains no exhaustion requirement for statutory claims, and the Court reasoned that judges should not add one that Congress left out. Any such requirement must come from Congress, by amending the statute.
Stare decisis: The Court rejected the defendants’ argument that forty years of predictability weighed against overruling precedent. It found the prior decision poorly reasoned and in direct conflict with other circuits. It also concluded that any reliance on the old rule was likely minimal, because the rule added only a procedural hurdle and did not change the claims, duties, or remedies available under ERISA.
No discretionary exhaustion: The Court also declined to let district courts require exhaustion at their discretion, for two reasons. First, ERISA guarantees ready access to federal court, and exhaustion necessarily delays that access. Second, in fiduciary breach cases, the fiduciaries accused of wrongdoing “may well have a conflict of interest in administratively reviewing a complaint against them.”
Proskauer’s Perspective
The decision removes a significant early defense for plan sponsors and fiduciaries sued in the Eleventh Circuit, which covers Alabama, Florida, and Georgia. Plaintiffs may now bring fiduciary breach and other statutory ERISA claims directly in federal court without first using a plan’s internal claims process, and defendants can no longer seek dismissal on exhaustion grounds. Because the Court did not limit its ruling to future cases, the decision may also revive pending cases that were dismissed or stayed for failure to exhaust.
Two limits are worth noting. First, the decision does not change the rule that participants must exhaust plan remedies before suing for benefits under the terms of a plan. Second, the Court left open whether a plan’s own terms may require exhaustion of statutory claims, because the plan at issue did not impose any such requirement.
Inland Fresh has the option of seeking Supreme Court review of the Eleventh Circuit’s decision. But in our view, a petition for a writ of certiorari is unlikely to be forthcoming—and even less likely to be granted. The Supreme Court typically grants review of decisions creating or deepening a split, not of decisions that align a circuit with the great weight of authority. Moreover, the en banc Court’s holding is more aligned with the textualist approach taken by the Supreme Court in recent years, including its aversion to judicially created remedies or procedural barriers when applying a statutory enactment.