On October 13, 2026, in Bolton v. Inland Fresh Seafood Corp. of America, Inc., the en banc Eleventh Circuit overruled its decades-old precedent imposing a mandatory administrative exhaustion requirement for all statutory claims brought under ERISA.¹ Administrative exhaustion requires litigants to use the processes afforded by the plan to address disputes before pursuing litigation in federal courts. The en banc court found that the Circuit’s unique exhaustion doctrine was an “atextual product of judicial creation” that was “based solely on policy reasons” and not based on the text of the statute.² Prior to the issuance of the decision, the Eleventh Circuit was the only circuit court in the country to require exhaustion of administrative remedies for ERISA statutory claims prior to instituting a lawsuit in federal court.

ERISA Exhaustion and the Mason Doctrine

The decision overruled the Eleventh Circuit’s prior exhaustion requirement for ERISA statutory claims. This category of claims includes those commonly asserted on a plan-wide basis in ERISA class actions, such as claims that plan fiduciaries breached their fiduciary duties of prudence or loyalty (violating ERISA Section 404) or caused the plan to engage in prohibited transactions (violating ERISA Section 406).³ The case does not address exhaustion requirements “in cases where a plaintiff is challenging the denial of benefits under the terms of a plan governed by ERISA.”⁴

Before yesterday’s decision, all ERISA statutory claims and denial-of-benefits claims in the Eleventh Circuit were subject to an exhaustion requirement first established by Mason v. Continental Group, Inc. In that case, the Eleventh Circuit held that “[c]ompelling considerations exist for plaintiffs to exhaust administrative remedies” even with respect to statutory claims: “Administrative claim-resolution procedures reduce the number of frivolous lawsuits under ERISA, minimize the cost of dispute resolution, enhance the plan’s trustees’ ability to carry out their fiduciary duties expertly and efficiently by preventing premature judicial intervention in the decisionmaking process, and allow prior fully considered actions by pension plan trustees to assist courts if the dispute is eventually litigated.”⁵

In subsequent decisions, the Eleventh Circuit acknowledged that its “administrative exhaustion requirement” was “not found in the ERISA statute itself”; rather, it was “a court-imposed, policy-based requirement.”⁶ The Eleventh Circuit’s exhaustion doctrine was an outlier. Seven other circuits concluded that ERISA statutory claims are not subject to an exhaustion requirement.⁷

Bolton – Initial Decisions

In November 2022, the Bolton plaintiffs sued on behalf of a putative class of participants in the Inland Fresh employee stock ownership plan (the “Plan”). Alleging that certain defendants had “unlawfully used the [Plan] as a vehicle to enrich themselves at their employees’ expense by selling their shares to the [Plan] at a grossly inflated price”—while other defendants improperly “rubber-stamped the transaction” or “stood idly by”—the plaintiffs brought various ERISA statutory claims, including for breach of fiduciary duty and prohibited transactions.⁸

As it was required to do under Eleventh Circuit precedent, the district court dismissed the action because the plaintiffs did not exhaust the administrative remedies afforded by the plan.⁹

On appeal, an Eleventh Circuit panel affirmed dismissal, but acknowledged that the circuit’s exhaustion precedent was “at odds with a large chorus of our sister circuits which—though they require exhaustion for benefits claims—do not require exhaustion for claims alleging violations of ERISA.”¹⁰ Nonetheless, the panel continued, “Mason is the law, and it binds this panel.”¹¹ In a concurring opinion, two judges wrote separately to propose that the full Eleventh Circuit “convene en banc to consider overruling Mason[,] which imposed a judicially-created and atextual administrative exhaustion requirement for fiduciary-breach and statutory claims under ERISA.”¹² In January 2026, the Eleventh Circuit granted the plaintiffs-appellants’ petition for rehearing en banc.¹³

Bolton – The En Banc Opinion

As many observers had predicted,¹⁴ the en banc Eleventh Circuit overruled Mason and the doctrinal requirement to exhaust statutory ERISA claims. The en banc court described Mason as “an atextual product of judicial creation based solely on policy reasons”¹⁵ and explained that, whatever the merits of Mason’s “policy arguments,” the judicial role is limited, and judges ordinarily should not “‘craft[] and impos[e]’ exhaustion rules that ‘are not required’ by the text of a federal statute.”¹⁶ The en banc court also reaffirmed the principles that courts “‘are not at liberty to add to or take from the language of a statute’” and that courts “should not impose a requirement that Congress has omitted.”¹⁷ If exhaustion is to be required for ERISA statutory claims, “that is a result which must be obtained” through Congress’s amendment of the statute—“not by judicial interpretation.” ¹⁸

The en banc court further observed that overruling Mason would harmonize the Eleventh Circuit’s approach to administrative exhaustion with decisions by the Third, Fourth, Fifth, Sixth, Ninth, Tenth, and D.C. Circuits, each of which has “held that plaintiffs asserting statutory claims under ERISA do not have to exhaust administrative remedies.”¹⁹ The court concluded that the Eleventh Circuit should no longer “stand alone in requiring mandatory exhaustion for fiduciary-breach and statutory claims under ERISA.”²⁰