ERISA Itself Does Not Require Exhaustion of Statutory Claims: The Eleventh Circuit Overrules Mason

A. Statutory Silence Cannot Be Replaced by Judicial Policy

The opinion begins with ERISA’s text. Despite the statute’s comprehensive regulatory structure, it contains no exhaustion requirement for statutory claims. The court treats that omission as a decisive objection to the rule created in Mason v. Continental Group, Inc..

Mason v. Continental Group, Inc. had acknowledged the absence of an express requirement but nevertheless required exhaustion for policy reasons: reducing frivolous lawsuits, lowering dispute-resolution costs, allowing fiduciaries to exercise their expertise, and creating a considered administrative record for later litigation. Drawing on Kross v. Western Electric Co., 701 F.2d 1238 (7th Cir. 1983), it converted those perceived advantages into a mandatory procedural condition.

The en banc court rejects that method. Even sensible procedural policies cannot supply a statutory prerequisite Congress did not enact. Several cited decisions establish the foundations of that conclusion:

• Great-West Life & Annuity Ins. Co. v. Knudson, 534 U.S. 204 (2002), supplies the description of ERISA as “comprehensive.” Its significance here is contextual: comprehensiveness does not authorize courts to supplement the statute with their preferred procedural rules.
• Stockley v. United States, 260 U.S. 532 (1923), states the basic limitation that courts may not add to or subtract from statutory language.
• Silva-Hernandez v. U.S. Bureau of Citizenship & Immigr. Servs., 701 F.3d 356 (11th Cir. 2012), expresses the same principle within the circuit: courts cannot add what Congress left out.
• Artuz v. Bennett, 531 U.S. 4 (2000), and In re Guillen, 972 F.3d 1221 (11th Cir. 2020), reinforce the proposition that policy arguments cannot justify rewriting statutory text.
• Leatherman v. Tarrant Cnty. Narcotics Intel. and Coordination Unit, 507 U.S. 163 (1993), supports the institutional conclusion: if an additional procedural requirement is desirable, the appropriate route is amendment rather than judicial interpretation.

The result is not a finding that exhaustion can never be useful. Rather, the court distinguishes between a procedure’s possible usefulness and the judiciary’s authority to make it compulsory.

B. Limited Common-Law Gap Filling Does Not Justify the Requirement

The court acknowledges that statutory silence does not invariably foreclose reference to background legal principles. It cites the dissent in Hewitt v. United States, 606 U.S. 419 (2025), for the observation that courts sometimes use common-law principles to fill obvious statutory gaps. It also cites Elonis v. United States, 575 U.S. 723 (2015), concerning the mental-state requirement needed to distinguish criminal wrongdoing from otherwise innocent conduct.

These authorities identify a limited interpretive practice, not a general license to improve statutes. The opinion finds no comparable gap requiring an exhaustion rule in ERISA. Its reliance on City of Milwaukee v. Illinois and Michigan, 451 U.S. 304 (1981), captures the point: there is no relevant “interstice” for federal common law to fill.

Importantly, the reference to Hewitt v. United States is expressly to Justice Alito’s dissent. The opinion does not present that discussion as a holding of the Supreme Court.

C. Jones Undermined Mason’s Method Without Automatically Displacing It

Jones v. Bock, 549 U.S. 199 (2007), is especially important. There, the Supreme Court rejected a judicially created requirement that prisoners plead exhaustion under the Prison Litigation Reform Act when the statute itself imposed no such pleading obligation.

The analogy is methodological rather than identical. Jones v. Bock concerned pleading exhaustion under a different statute; this case concerns whether ERISA requires exhaustion at all for statutory claims. Nevertheless, its warning against judicially crafting unauthorized exhaustion rules directly undermines the reasoning of Mason v. Continental Group, Inc..

The court carefully distinguishes persuasive doctrinal erosion from formal abrogation. Citing Jennings v. Sec'y, Fla. Dep't of Corr., 108 F.4th 1299 (11th Cir. 2024), it explains that Jones v. Bock did not satisfy the circuit’s strict standard for treating an earlier circuit decision as displaced by Supreme Court precedent. Thus, the district court and original panel remained bound; en banc reconsideration was necessary to change circuit law.

D. The Circuit Split Exposed the Rule’s Increasing Isolation

The court’s textual analysis receives additional support from the development of appellate authority. The Third, Fourth, Fifth, Sixth, Ninth, Tenth, and D.C. Circuits had rejected mandatory administrative exhaustion for statutory ERISA claims.

• Hitchcock v. Cumberland Univ. 403(b) DC Plan, 851 F.3d 552 (6th Cir. 2017), expressly joined those circuits in allowing participants and beneficiaries to proceed directly to federal court on statutory violations. The opinion uses it to summarize the majority position.
• Zipf v. AT&T, 799 F.2d 889 (3d Cir. 1986), explains why ERISA’s internal-review provision, 29 U.S.C. § 1133(2), does not support a general exhaustion rule: that provision addresses claims for benefits, not independent statutory violations.
• Lindemann v. Mobil Oil Corp., 79 F.3d 647 (7th Cir. 1996), illustrates the Seventh Circuit’s contrasting approach. It relied on the perceived purposes of internal claims procedures, but treated exhaustion as a matter of trial-court discretion rather than an invariably mandatory condition.
• Salus v. GTE Directories Serv. Corp., 104 F.3d 131 (7th Cir. 1997), confirms that distinction by upholding a district court’s decision not to require exhaustion of a statutory claim under 29 U.S.C. § 1140.

Accordingly, the preexisting division was not simply seven circuits against two identical minority positions. As the court describes it, the split was effectively 7–1–1: seven circuits rejecting the requirement, the Seventh allowing discretion, and the Eleventh imposing mandatory exhaustion.

The opinion also cites secondary authorities—the RIA Pension & Benefits Library, Andrew L. Oringer’s treatise, Jared A. Goldstein’s scholarship, and Stephen R. Bruce’s treatise—as supporting the majority approach. Their common insight is that statutory fiduciary claims ordinarily turn on federal legal duties rather than administrators’ specialized understanding of plan language. These materials corroborate the court’s reasoning; they do not replace its textual foundation.

E. Stare Decisis Did Not Preserve an Atextual Procedural Rule

The defendants emphasized forty years of predictability. The court acknowledged the seriousness of overruling established precedent but concluded that the relevant stare decisis considerations favored correction.

McCarthan v. Dir. of Goodwill Indus.-Suncoast, Inc., 851 F.3d 1076 (11th Cir. 2017) (en banc), establishes that overruling precedent should be rare. Corporación AIC, SA v. Hidroeléctrica Santa Rita S.A., 66 F.4th 876 (11th Cir. 2023) (en banc), nevertheless recognizes that a plainly and palpably wrong decision may be overruled when correction would not cause more harm than continued adherence.

Drawing through Corporación AIC, SA v. Hidroeléctrica Santa Rita S.A. on Ramos v. Louisiana, 590 U.S. 83 (2020), the court considers the quality of reasoning, consistency with related decisions, subsequent legal developments, and reliance interests:

1. Quality of reasoning: The earlier decision preferred policy to statutory text.
2. Consistency and subsequent developments: Supreme Court guidance on judicially created procedural requirements and the overwhelming direction of other circuits undermined the rule.
3. Reliance: Any reliance was relatively limited because exhaustion changed the procedural route to litigation, not ERISA’s substantive duties, available causes of action, or authorized remedies.

Bickley v. Caremark RX, Inc., 461 F.3d 1325 (11th Cir. 2006), and Counts v. Am. Gen. Life & Acc. Ins. Co., 111 F.3d 105 (11th Cir. 1997), show that requests to reconsider the exhaustion rule had arisen before. They help demonstrate that the rule’s longevity did not eliminate persistent questions about its correctness.

Congressional inaction did not rescue the precedent. Given the dominant contrary position elsewhere, the court found little reason to infer that Congress’s failure to amend ERISA endorsed the Eleventh Circuit’s outlying rule.

F. The Court Declined to Retain Exhaustion as a Discretionary Judicial Rule

The defendants alternatively argued that ERISA’s silence left courts discretion to require exhaustion. They relied on McCarthy v. Madigan, 503 U.S. 140 (1992), which discussed judicial discretion where Congress had not clearly required exhaustion.

The court found that authority unpersuasive in this setting. McCarthy v. Madigan itself declined to require exhaustion for a Bivens claim seeking only money damages, recognized deference to Congress’s procedural choices, and identified circumstances weighing against exhaustion. It also involved a regulation later superseded.

Even assuming an available discretionary approach, the court declined to preserve the old rule on that basis. ERISA expressly seeks “ready access” to federal courts, and administrative review necessarily postpones that access. Moreover, a fiduciary accused of misconduct may face a conflict of interest when reviewing a complaint about that same conduct.

This part of the opinion answers a practical objection to overruling: the court would not simply reintroduce the discarded requirement under the label of discretion.

G. Ordinary Benefit Claims Remain Outside the Holding

The opinion expressly preserves the distinction between enforcing statutory duties and seeking benefits owed under plan terms. It cites Springer v. Wal-Mart Associates' Grp. Health Plan, 908 F.2d 897 (11th Cir. 1990), for the established rule that plaintiffs in ordinary contract-like ERISA benefit actions normally must exhaust available administrative remedies.

That reservation is central to the decision’s scope. The court does not abolish ERISA exhaustion generally. It removes a requirement imposed on statutory claims, while leaving its benefits-exhaustion precedents unaddressed.

H. Retroactivity Restores Access Without Expanding Substantive Liability

The defendants asked that any overruling operate prospectively only. The court instead applied the normal rule of retroactivity identified in Harper v. Va. Dep't of Tax'n, 509 U.S. 86 (1993).

Under Glazner v. Glazner, 347 F.3d 1212 (11th Cir. 2003) (en banc), the circuit has recognized a limited prospectivity analysis derived from Chevron Oil Co. v. Huson, 404 U.S. 97 (1971). The opinion acknowledges that the Supreme Court has retreated from prospectivity in civil cases, while applying the framework recognized in its own precedent.

The analysis considers:

1. Whether the decision announces a new legal principle: The court assumes this factor favors the defendants without deciding it.
2. Whether retroactivity advances the rule’s operation: Retroactivity promotes ERISA’s objective of ready access to federal courts.
3. Whether retroactivity would be inequitable: It would not upset a mandatory exhaustion bargain in this plan, because the plan imposed none. Nor would it create new substantive liability.

The distinction between procedure and substance again does important work. Removing a barrier to adjudication does not enlarge the fiduciary duties or remedies that already existed. The holding therefore applies to these plaintiffs. The opinion does not decide questions about reopening previously final judgments.

I. The Plan’s Language Was Permissive, Not Mandatory

Eliminating a statutory exhaustion requirement did not automatically resolve whether the plan itself imposed one. The court avoided the broader enforceability question by finding no mandatory requirement in the relevant language.

Section 8.10 stated that a participant or beneficiary “need not file a claim” to receive a benefit but “may submit a written claim” or seek review. The summary plan description used comparable language.

MSPA Claims 1, LLC v. Kingsway Amigo Ins. Co., 950 F.3d 764 (11th Cir. 2020), supplied the interpretive principle that “may” ordinarily denotes permission rather than obligation. Here, the preceding “need not” language reinforced that reading.

The court recognized that the district court and original panel had read the provisions differently. But their interpretations operated against the background of a supposedly mandatory statutory requirement. Likewise, Bickley v. Caremark RX, Inc. had treated permissive language as insufficient to excuse exhaustion already required by circuit law. Once that background rule was removed, the court had no reason to place the same gloss on the plan.

The summary plan description also told participants that, if fiduciaries misused plan money, they could seek Department of Labor assistance or file suit in federal court. That provision supported direct access without prescribing prior internal review.

The court treated the summary as informative rather than controlling: the documents themselves stated that the plan would prevail in the event of a discrepancy. The Department of Labor’s amicus brief likewise supported the conclusion that internal review under these documents was voluntary.

J. Arbitration and Contractual Exhaustion Remain Open Questions

The defendants also relied on the arbitration provision, which referred to exhaustion of applicable claims procedures before arbitration. The court found that provision irrelevant to the present procedural posture because no party had moved to compel arbitration.

The opinion discusses, but does not apply to resolve this dispute, Williams v. Shapiro, 161 F.4th 1313 (11th Cir. 2025). That decision declined to enforce an individual-arbitration requirement because it prospectively waived a statutory ERISA right. Its relevance is to the possible limits on contractual restrictions affecting statutory enforcement—not to a categorical prohibition on ERISA arbitration.

The Department of Labor suggested that contractual requirements affecting statutory claims would warrant substantial judicial scrutiny. The court also cited Clayton v. Int'l Union, United Auto., Aerospace, and Agr. Implement Workers of Am., 451 U.S. 679 (1981), and Glover v. St. Louis-S. F. Ry. Co., 393 U.S. 324 (1969), as examples showing that contractual exhaustion can be excused in some federal statutory actions.

Those observations frame a future controversy; they do not decide it. The opinion neither holds that every contractual exhaustion requirement is invalid nor approves such requirements generally. It resolves only the language and circumstances before the court.