Mandatory Pre‑Suit Exhaustion for ERISA Fiduciary‑Breach Claims Reaffirmed; Narrow Exceptions and No Stay for Premature Suits

Case: Rani Bolton v. Inland Fresh Seafood Corporation of America, Inc.

Court: United States Court of Appeals for the Eleventh Circuit

Date: October 15, 2025

Panel: Jordan and Jill Pryor, Circuit Judges; Moreno, District Judge (by designation). Concurrence by Judge Jordan, joined by Judge Jill Pryor.

Introduction

In a published opinion, the Eleventh Circuit reaffirmed its long-standing rule that participants bringing Employee Retirement Income Security Act (ERISA) claims—including fiduciary-breach claims under § 502(a)(2) and equitable claims under § 502(a)(3)—must first exhaust available plan administrative remedies before filing suit in federal court. The decision arises from a challenge to a 2016 transaction in which an employee stock ownership plan (ESOP) purchased 100% of Inland Fresh Seafood Corporation’s stock, allegedly at an inflated price due to misrepresented company projections. Plaintiffs, former employees and plan participants, alleged fiduciary breaches by the company, officers/directors, trustee, and committee, seeking plan losses and disgorgement.

Plaintiffs conceded that plan claims procedures existed but did not utilize them. They urged the court to abandon Eleventh Circuit precedent requiring exhaustion for statutory ERISA claims, invoked Supreme Court decisions like Jones v. Bock to argue against a judicially crafted exhaustion requirement, and pressed for exceptions (futility, inadequacy, plan language) or, alternatively, a stay to allow belated exhaustion. The district court dismissed for non-exhaustion and denied a stay, but did not specify whether the dismissal was with or without prejudice.

The Eleventh Circuit affirmed on all points and remanded solely for the district court to clarify whether the dismissal is with or without prejudice. In a concurrence, Judge Jordan (joined by Judge Jill Pryor) called for en banc reconsideration of the circuit’s atextual exhaustion rule for statutory ERISA claims.

Summary of the Opinion

• Exhaustion is mandatory for ERISA claims in the Eleventh Circuit, including fiduciary-breach/statutory claims. The court reaffirmed Mason v. Continental Group (1985) and its progeny, rejecting plaintiffs’ argument that Supreme Court decisions (notably Jones v. Bock) abrogate Eleventh Circuit precedent. Until the court sitting en banc or the Supreme Court says otherwise, exhaustion applies across the board.
• Pleading-stage dismissal is proper where non-exhaustion appears on the face of the complaint. Even assuming failure to exhaust is an affirmative defense, a complaint can be dismissed if it reveals non-exhaustion and no valid excuse.
• No exception applied. The plan’s committee had authority to hear the claims; plan/SPD language did not render exhaustion optional; the plan’s arbitration clause reinforced that claims—including breach-of-fiduciary-duty—require exhaustion; and futility was not shown (conflicts of interest, document-production disputes, and lack of cross-examination do not establish futility).
• No abuse of discretion in denying a stay. Procedurally, the stay request was improperly embedded in a response brief (violating Rule 7(b)’s motion requirements). Substantively, granting a stay after filing a premature suit would undercut the exhaustion rule. Statute-of-repose concerns are mitigated by ERISA’s “fraud or concealment” discovery rule, if established.
• Remand for clarity on prejudice. Because dismissals for non-exhaustion are generally non-jurisdictional and ordinarily without prejudice, the panel remanded so the district court can explicitly state whether the dismissal is with or without prejudice.

Analysis

Precedents Cited and Their Influence

• Mason v. Continental Group, Inc., 763 F.2d 1219 (11th Cir. 1985) — Foundational case imposing a judicially implied exhaustion requirement for ERISA claims, grounded in policy: reducing frivolous suits, minimizing costs, honoring fiduciary expertise, and creating a record before judicial review. The Bolton panel declares Mason still binding.
• Perrino v. Southern Bell, 209 F.3d 1309 (11th Cir. 2000) — Instructs courts to apply exhaustion “strictly” and recognizes only narrow exceptions (futility, inadequate remedy, or denial of meaningful access). Bolton leans heavily on this strict approach.
• Lanfear v. Home Depot, 536 F.3d 1217 (11th Cir. 2008) — Confirms exhaustion applies to fiduciary-breach claims; clarifies futility is about meaningful access, not adjudicator conflicts. Plaintiffs’ reliance on Lanfear to broaden “benefits” in plan language was rejected as a misreading.
• Bickley v. Caremark RX, 461 F.3d 1325 (11th Cir. 2006) — Upholds dismissal at the pleadings stage where plan documents show an administrative scheme can address fiduciary-breach claims; allows courts to consider plan documents on a motion to dismiss.
• Byrd v. MacPapers, Inc., 961 F.2d 157 (11th Cir. 1992) — Affirms dismissal for failure to plead exhaustion or an exception; Bolton cites Byrd to sustain pleading-stage dismissal.
• Springer v. Wal-Mart Assocs.’ Grp. Health Plan, 908 F.2d 897 (11th Cir. 1990) — Conflicts of interest do not, by themselves, establish futility; Bolton reiterates this rule.
• Watts v. BellSouth Telecomms., 316 F.3d 1203 (11th Cir. 2003) — Recognizes a narrow “reasonable participant” exception where plan materials would reasonably be read to permit going straight to court; Bolton distinguishes Watts because the plan here expressly required exhaustion.
• Bingham v. Thomas, 654 F.3d 1171 (11th Cir. 2011) — A complaint may be dismissed when an affirmative defense (like non-exhaustion) appears on its face; applied by analogy in Bolton.
• Bryant v. Rich, 530 F.3d 1368 (11th Cir. 2008) — Exhaustion is non-jurisdictional; dismissals for non-exhaustion are generally not on the merits; informs Bolton’s remand to clarify prejudice.
• Variety Children’s Hosp. v. Century Med. Health Plan, 57 F.3d 1040 (11th Cir. 1995) — Supports dismissal where plaintiff failed to plead exhaustion or futility.
• Supreme Court authorities on abrogation and pleading rules:
  • Jones v. Bock, 549 U.S. 199 (2007) — PLRA case rejecting extra-textual pleading rules; plaintiffs argued it undermined Mason. The Eleventh Circuit held Jones neither clearly on point nor clearly contrary under the demanding abrogation standard.
  • Abrogation Standard: Edwards v. U.S. Attorney General, 97 F.4th 725 (11th Cir. 2024); United States v. Kaley, 579 F.3d 1246 (11th Cir. 2009); Jennings v. Sec’y, Fla. Dep’t of Corr., 108 F.4th 1299 (11th Cir. 2024); United States v. Files, 63 F.4th 920 (11th Cir. 2023); United States v. Dubois, 139 F.4th 887 (11th Cir. 2025). Bolton relies on these to hold Mason remains binding.
• Other circuits on ERISA exhaustion for statutory claims — The Third, Fourth, Fifth, Sixth, Ninth, Tenth, and D.C. Circuits generally do not require exhaustion for statutory ERISA claims (e.g., Zipf; Smith; Galvan; Hitchcock; Amaro; Held; Stephens). Bolton acknowledges the split but adheres to Eleventh Circuit precedent.
• Procedural rules: Fed. R. Civ. P. 7(b) (motions must be made by motion, not embedded requests); Rule 41(b) (effect of silent dismissals); CTI-Container; Ortega Trujillo; Newton; Dupree (best practice to state prejudice).
• Limitations/repose: ERISA § 413, 29 U.S.C. § 1113 (six-year repose or three-year actual knowledge; extended discovery period for “fraud or concealment”).

Legal Reasoning

The court’s reasoning proceeds in four principal steps.

1. Binding precedent requires exhaustion for all ERISA claims in this circuit.

   Although ERISA is silent on exhaustion, Mason and its successors have long required pre-suit exhaustion to respect plan processes, filter meritless claims, and generate a record. Plaintiffs’ reliance on Jones v. Bock (a PLRA case) did not overcome the Eleventh Circuit’s stringent abrogation standard: to abrogate prior panel precedent, a Supreme Court decision must be clearly on point and clearly contrary. Jones addressed extra-textual pleading burdens layered atop an express statutory exhaustion requirement, not ERISA’s silence, and never discussed ERISA exhaustion. Thus, Mason remains controlling.

2. Pleading-stage dismissal was appropriate.

   The amended complaint effectively conceded non-exhaustion by arguing for exceptions and by stating plaintiffs should not have to plead exhaustion. Even if non-exhaustion is an affirmative defense, a complaint can be dismissed when the defense is apparent on the face of the pleadings. District courts may also consider plan documents at the Rule 12 stage in this context. The district court therefore acted within its discretion in dismissing for failure to plead exhaustion or a valid exception.

3. No exception justified excusing exhaustion.
   • Capability/Adequacy. The plan committee’s authority was broad—“all questions arising in the administration, interpretation and application” of the plan—and encompassed reviewing fiduciary-breach assertions tied to ESOP stock valuation. The plan’s language about automatically receiving benefits did not render claims optional; it simply explained that participants need not file an initial claim to receive benefits in the ordinary course. Moreover, the arbitration clause expressly included breach-of-fiduciary-duty claims and required exhaustion before arbitration. Whether the class-action waiver within that clause is enforceable was not decided and did not undermine the exhaustion requirement.
   • Plan Language Exception (Watts). There was no ambiguity that would lead a reasonable participant to believe she could proceed directly to court; the plan expressly mandated exhaustion. The SPD’s generic “you may file suit” language mirrored ERISA’s general rights and did not waive internal review.
   • Futility. Plaintiffs’ arguments were speculative because they never tried to exhaust. In any event, alleged conflicts of interest among committee members do not establish futility as a matter of law; futility concerns meaningful access, not adjudicator impartiality. Nor did disputes over document production or the absence of cross-examination in the plan process demonstrate denial of meaningful access.
4. Denial of a stay was not an abuse of discretion.

   Procedurally, the request was improperly embedded within an opposition brief, contrary to Rule 7(b)’s requirement of a motion stating particular grounds and relief. Substantively, staying a case filed prematurely would erode the mandatory exhaustion requirement and incentivize racing to court ahead of repose deadlines. The court noted ERISA’s “fraud or concealment” provision may afford additional time if established, reducing the risk of time bar. Finally, allowing stays in such circumstances would undermine Mason’s policy rationales.

Finally, because dismissals for non-exhaustion are non-jurisdictional and generally without prejudice, the panel remanded for the district court to state whether prejudice attaches, consistent with “best practices” encouraging clarity in dismissal orders.

Impact

• Continued circuit divergence and potential for en banc review. The Eleventh Circuit remains an outlier (along with the Seventh Circuit, albeit less rigidly) in requiring exhaustion for statutory ERISA claims, expressly diverging from the majority of circuits. The concurrence invites en banc reconsideration, signaling openness within the court to revisiting Mason.
• Practical litigation consequences in the Eleventh Circuit.
  • Participants alleging fiduciary breach must initiate and complete plan internal review before filing suit. Counsel should build internal records early to avoid statute-of-repose problems, especially in ESOP valuation disputes.
  • Complaints that on their face acknowledge non-exhaustion risk immediate dismissal; pleading an exception requires specific, non-speculative facts showing denial of meaningful access or inadequacy.
  • Requests for stays should be made by separate, properly supported motions; courts are unlikely to stay cases filed before exhaustion.
  • District courts are encouraged to specify whether dismissals for non-exhaustion are without prejudice to avoid unintended claim preclusion.
• Plan drafting and administration.
  • Plan documents should clearly confer broad interpretive authority on the administrator/committee and explicitly require exhaustion for all claims, including statutory/fiduciary-breach claims.
  • Arbitration provisions that include fiduciary-breach claims and pre-arbitration exhaustion requirements may reinforce the exhaustion mandate, but drafters should consider severability to avoid “poison pill” effects if a class/representative-action waiver is later deemed unenforceable.
  • Committees should maintain robust written claims and appeals processes, document production protocols, and reasoned determinations to build a record for potential judicial review.
• Statute of limitations/repose strategy. Because § 1113’s six-year statute of repose can extinguish claims regardless of diligence, potential plaintiffs in the Eleventh Circuit should promptly pursue plan claims. Where fraud or concealment is alleged, counsel must plead and be prepared to prove delayed discovery to invoke the extended six-year-from-discovery period.
• Futility is a narrow path. Conflicts of interest, anticipated adverse rulings, or ordinary limits of administrative processes (e.g., no cross-examination) generally do not establish futility; concrete facts showing denial of meaningful access are required.

Complex Concepts Simplified

• ERISA ESOP and defined-contribution plan: An ESOP is a retirement plan that primarily invests in the employer’s stock. In a defined-contribution plan, each participant’s benefit depends on contributions and investment performance, not a fixed payout.
• ERISA § 502(a)(2) and (a)(3): § 502(a)(2) allows suits on behalf of the plan to remedy fiduciary breaches (e.g., imprudent investments); § 502(a)(3) allows equitable relief to redress ERISA violations.
• Exhaustion of administrative remedies: Before suing, a participant must use the plan’s internal claims and appeals processes. In the Eleventh Circuit, that includes fiduciary-breach and other statutory claims.
• Futility exception: An exception that excuses exhaustion only when internal procedures are effectively unavailable or deny meaningful access—not merely because decisionmakers may be conflicted or adverse.
• Statute of repose vs. statute of limitations (ERISA § 1113): The six-year statute of repose runs from the last action constituting the breach and cannot be tolled; a three-year limitations period runs from actual knowledge of the breach. A special “fraud or concealment” rule allows suit within six years of discovery of the breach.
• Abrogation of circuit precedent: In the Eleventh Circuit, a Supreme Court decision abrogates a prior panel only if it is clearly on point and clearly contrary; merely undermining reasoning is insufficient.
• SPD “you may sue” language: Standard ERISA-mandated notices about the right to sue do not eliminate the requirement to complete internal review if the plan requires it.
• Arbitration clauses and class waivers: Plans may require arbitration of ERISA claims and often include class/representative-action waivers. Several circuits have invalidated waivers when applied to § 502(a)(2) representative claims, but the Eleventh Circuit did not decide this question here.
• Rule 7(b) motion practice: Requests for court orders (e.g., a stay) must be made by a written motion stating grounds and relief; embedding such requests in a brief opposing a motion can justify denial.
• Rule 41(b) and prejudice: If a dismissal order is silent, it is generally with prejudice unless it fits specific exceptions. Because exhaustion is non-jurisdictional and usually not on the merits, courts should expressly state when dismissal is without prejudice.

Conclusion

Bolton squarely reaffirms the Eleventh Circuit’s distinctive rule: ERISA plaintiffs must exhaust plan remedies before filing any ERISA action, including fiduciary-breach and other statutory claims. The opinion tightens the practical screws on exceptions—conflicts of interest, ordinary document disputes, and procedural limitations in plan reviews will not suffice—and signals that courts will not grant stays to rescue prematurely filed suits, especially where such relief would blunt the discipline of exhaustion.

The ruling also offers procedural guidance. District courts may consider plan documents at the pleadings stage, may dismiss when non-exhaustion appears on the face of the complaint, and should specify whether dismissals for non-exhaustion are without prejudice. For practitioners, the message is clear: initiate plan claims early, build the administrative record, and reserve arguments about fraud or concealment for limitations defenses down the line. For plan sponsors and fiduciaries, clear claims procedures, explicit exhaustion requirements for all claim types, and thoughtful arbitration/severability drafting will remain central.

The concurrence’s call for en banc reconsideration, coupled with the broader circuit split, suggests this issue is not settled nationally. But unless and until the Eleventh Circuit sitting en banc or the Supreme Court intervenes, Mason endures—and with it, a strictly enforced exhaustion prerequisite in ERISA litigation within the Eleventh Circuit.