In Heimeshoff v. The Hartford, the United States Supreme Court upheld a contractual provision requiring a claimant to bring a federal lawsuit challenging the denial of ERISA LTD benefits within 3 years of when proof of loss is required.  This may mean that some claims are time-barred even before a claimant has a right to bring suit.

This can be a trap for the unwary claimant. It is even more important than ever for a claimant to get a lawyer as soon as possible, and not wait until after a denial.

1 (Slip Opinion) OCTOBER TERM, 2013 Syllabus NOTE: Where it is feasible, a syllabus (headnote) will be released, as isbeing done in connection with this case, at the time the opinion is issued.The syllabus constitutes no part of the opinion of the Court but has beenprepared by the Reporter of Decisions for the convenience of the reader. See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.






No. 12–729. Argued October 15, 2013—Decided December 16, 2013

Respondent Hartford Life & Accident Insurance Co. (Hartford) is theadministrator of Wal-Mart Stores, Inc.’s (Wal-Mart) Group Long Term Disability Plan (Plan), an employee benefit plan covered by the Employee Retirement Income Security Act of 1974 (ERISA). The Plan’s insurance policy requires any suit to recover benefits pursuantto the judicial review provision in ERISA §502(a)(1)(B), 29 U. S. C.§1132(a)(1)(B), to be filed within three years after “proof of loss” is due. Petitioner Heimeshoff filed a claim for long-term disability ben­efits with Hartford. After petitioner exhausted the mandatory ad­ministrative review process, Hartford issued its final denial. Almost three years after that final denial but more than three years afterproof of loss was due, Heimeshoff filed a claim for judicial review pur­suant to ERISA §502(a)(1)(B). Hartford and Wal-Mart moved to dis­miss on the ground that the claim was untimely. The District Court granted the motion, recognizing that while ERISA does not provide a statute of limitations, the contractual 3-year limitations period wasenforceable under applicable State law and Circuit precedent. The Second Circuit affirmed.

Held: The Plan’s limitations provision is enforceable. Pp. 4–16.

(a) The courts of appeals require participants in an employee bene­fit plan covered by ERISA to exhaust the plan’s administrative reme­dies before filing suit to recover benefits. A plan participant’s causeof action under ERISA §502(a)(1)(B) therefore does not accrue until the plan issues a final denial. But it does not follow that a plan and its participants cannot agree to commence the limitations period be­fore that time. Pp. 4–8.

(1) The rule set forth in Order of United Commercial Travelers of 2 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO. Syllabus

America v. Wolfe, 331 U. S. 586, 608, provides that a contractual limi­tations provision is enforceable so long as the limitations period is ofreasonable length and there is no controlling statute to the contrary.That is the appropriate framework for determining the enforceabilityof the Plan’s limitations provision. The Wolfe approach necessarilyallows parties to agree both to the length of a limitations period andto its commencement. Pp. 5–7.

(2) The principle that contractual limitations provisions shouldordinarily be enforced as written is especially appropriate in the con­text of an ERISA plan. Heimeshoff’s cause of action is bound up withthe written terms of the Plan, and ERISA authorizes a participant tobring suit “to enforce his rights under the terms of the plan.” §1132(a)(1)(B). This Court has thus recognized the particular im­portance of enforcing plan terms as written in §502(a)(1)(B) claims, see, e.g., CIGNA Corp. v. Amara, 563 U. S. ___, ___, and will not pre­sume from statutory silence that Congress intended a different ap­proach here. Pp. 7–8.

(b) Unless the limitations period is unreasonably short or there is a “controlling statute to the contrary,” Wolfe, supra, at 608, the Plan’s limitations provision must be given effect. Pp. 8–16.

(1) The Plan’s period is not unreasonably short. Applicable regu­lations mean for mainstream claims to be resolved by plans in about one year. Here, the Plan’s administrative review process (“internalreview”) required more time than usual but still left Heimeshoff withapproximately one year to file suit. Her reliance on Occidental Life Ins. Co. of Cal. v. EEOC, 432 U. S. 355, in which this Court declined to enforce a 12-month statute of limitations applied to Title VII em­ployment discrimination actions where the Equal Employment Op­portunity Commission faced an 18- to 24-month backlog, is unavail­ing in the absence of any evidence that similar obstacles exist tobringing a timely ERISA §502(a)(1)(B) claim. Pp. 9–10.

(2) This Court rejects the contentions of Heimeshoff and the United States that the limitations provision is unenforceable because it will undermine ERISA’s two-tiered remedial scheme. Pp. 10–15.

(i) Enforcement of the Plan’s limitation provision is unlikely to cause participants to shortchange the internal review process. The record for judicial review generally has been limited to the adminis­trative record, so participants who fail to develop evidence during in­ternal review risk forfeiting the use of that evidence in district court.In addition, many plans vest discretion over benefits determinationsin the plan administrator, and courts ordinarily review such deter­minations only for abuse of discretion. Pp. 11–12.

(ii) It is also unlikely that enforcing limitations periods thatbegin to run before the internal review process is exhausted will en­


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danger judicial review. To the extent that administrators attempt toprevent judicial review by delaying the resolution of claims in bad faith, the penalty for failure to meet the regulatory deadlines is im­mediate access to judicial review for the participant. Evidence from forty years of ERISA administration of this common contractual pro­vision suggests that the good-faith administration of internal review will not diminish the availability of judicial review either. Heimeshoff identifies only a handful of cases in which ERISA§502(a)(1)(B) plaintiffs have been time barred as a result of the 3­year limitations provision, and these cases suggest that the bar fallson participants who have not diligently pursued their rights. More-over, courts are well equipped to apply traditional doctrines, such aswaiver or estoppel, see, e.g., Thompson v. Phenix Ins. Co., 136 U. S. 287, 298–299, and equitable tolling, see, e.g., Irwin v. Department of Veterans Affairs, 498 U. S. 89, 95, that nevertheless may allow partic­ipants to proceed. Finally, plans offering appeals or dispute resolu­tion beyond what is contemplated in the internal review regulations must agree to toll the limitations provision during that time. 29 CFR §2560.503–1(c)(3)(ii). Pp. 12–15.

(3) Heimeshoff’s additional arguments are unpersuasive. The limitations period need not be tolled as a matter of course during in­ternal review because that would be inconsistent with the text of the limitations provision, which is enforceable. And federal courts need not inquire whether state law would toll the limitations period during internal review because the limitations period is set by contract, notborrowed from state law. Pp. 15–16.

496 Fed. Appx. 129, affirmed.

THOMAS, J., delivered the opinion for a unanimous Court. Syllabus _________________ _________________ 1

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NOTICE: This opinion is subject to formal revision before publication in thepreliminary print of the United States Reports. Readers are requested tonotify the Reporter of Decisions, Supreme Court of the United States, Wash­ington, D. C. 20543, of any typographical or other formal errors, in orderthat corrections may be made before the preliminary print goes to press. Opinion of the Court



No. 12–729



[December 16, 2013]

JUSTICE THOMAS delivered the opinion of the Court.

A participant in an employee benefit plan covered by the Employee Retirement Income Security Act of 1974(ERISA), 88 Stat. 829, as amended, 29 U. S. C. §1001 et seq., may bring a civil action under §502(a)(1)(B) to re- cover benefits due under the terms of the plan. 29 U. S. C. §1132(a)(1)(B). Courts have generally required partici­pants to exhaust the plan’s administrative remedies beforefiling suit to recover benefits. ERISA does not, however, specify a statute of limitations for filing suit under §502(a)(1)(B). Filling that gap, the plan at issue here requires participants to bring suit within three years after“proof of loss” is due. Because proof of loss is due beforea plan’s administrative process can be completed, the ad- ministrative exhaustion requirement will, in practice, shorten the contractual limitations period. The questionpresented is whether the contractual limitations provision is enforceable. We hold that it is.

I In 2005, petitioner Julie Heimeshoff began to reportchronic pain and fatigue that interfered with her duties as 2 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO. Opinion of the Court

a senior public relations manager for Wal-Mart Stores, Inc. Her physician later diagnosed her with lupus and fibromyalgia. Heimeshoff stopped working on June 8.

On August 22, 2005, Heimeshoff filed a claim for long­term disability benefits with Hartford Life & Accident Insurance Co., the administrator of Wal-Mart’s GroupLong Term Disability Plan (Plan). Her claim form, sup­ported by a statement from her rheumatologist, listed her symptoms as “‘extreme fatigue, significant pain, and difficulty in concentration.’”1 App. to Pet. for Cert. 7. In November 2005, Hartford notified Heimeshoff that it could not determine whether she was disabled because her rheumatologist had never responded to Hartford’s requestfor additional information. Hartford denied the claim the following month for failure to provide satisfactory proof ofloss. Hartford instructed Heimeshoff that it would con­sider an appeal filed within 180 days, but later informed her that it would reopen her claim, without the need for an appeal, if her rheumatologist provided the requestedinformation.

In July 2006, another physician evaluated Heimeshoff and concluded that she was disabled. Heimeshoff sub- mitted that evaluation and additional medical evidence in October 2006. Hartford then retained a physician to review Heimeshoff ’s records and speak with her rheuma­tologist. That physician issued a report in November 2006 concluding that Heimeshoff was able to perform the activi­ties required by her sedentary occupation. Hartford de­nied Heimeshoff ’s claim later that November.

In May 2007, Heimeshoff requested an extension of thePlan’s appeal deadline until September 30, 2007, in order ——————

1The insurance policy provides: “ ‘Written proof of loss must be sentto The Hartford within 90 days after the start of the period for which The Hartford owes payment. After that, The Hartford may require further written proof that you are still Disabled.’” App. to Pet. for Cert.

10. 3

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to provide additional evidence. Hartford granted the extension. On September 26, 2007, Heimeshoff submitted her appeal along with additional cardiopulmonary and neuropsychological evaluations. After two additional physicians retained by Hartford reviewed the claim, Hart­ford issued its final denial on November 26, 2007.

On November 18, 2010, almost three years later (but more than three years after proof of loss was due),Heimeshoff filed suit in District Court seeking review ofher denied claim pursuant to ERISA §502(a)(1)(B). Hart­ford and Wal-Mart moved to dismiss on the ground thatHeimeshoff ’s complaint was barred by the Plan’s limita­tions provision, which stated: “Legal action cannot betaken against The Hartford . . . [more than] 3 years after the time written proof of loss is required to be furnishedaccording to the terms of the policy.” Id., at 10.

The District Court granted the motion to dismiss. Rec­ognizing that ERISA does not provide a statute of limita­tions for actions under §502(a)(1)(B), the court explained that the limitations period provided by the most nearly analogous state statute applies. See North Star Steel Co.

v. Thomas, 515 U. S. 29, 33–34 (1995). Under Connecticut law, the Plan was permitted to specify a limitations period expiring “[not] less than one year from the time when the loss insured against occurs.”2 Conn. Gen. Stat. §38a–290 (2012); see App. to Pet. for Cert. 13. The court held that, under Circuit precedent, a 3-year limitations period set to begin when proof of loss is due is enforceable, and Heimeshoff ’s claim was therefore untimely.3 Id., at 13, 15

—————— 2The parties do not dispute that Connecticut provides the relevantstate law governing the limitations period in this case. 3Heimeshoff also argued before the District Court that even if the Plan’s limitations provision were enforceable, her suit was still timelybecause Hartford had granted her request for an extension until September 30, 2007. Even crediting the contention that proof of losswas not due until that date, the court held that the Plan’s limitations Opinion of the Court 4 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO. Opinion of the Court

(citing Burke v. PriceWaterHouseCoopers LLP Long Term Disability Plan, 572 F. 3d 76, 79–81 (CA2 2009) (per curiam)).

On appeal, the Second Circuit affirmed. 496 Fed. Appx.129 (2012). Applying the precedent relied on by the Dis­trict Court, the Court of Appeals concluded that it didnot offend ERISA for the limitations period to commencebefore the plaintiff could file suit under §502(a)(1)(B).Because the policy language unambiguously provided that the 3-year limitations period ran from the time that proofof loss was due under the Plan, and because Heimeshoff filed her claim more than three years after that date, her action was time barred.

We granted certiorari to resolve a split among theCourts of Appeals on the enforceability of this common contractual limitations provision. 569 U. S. ___ (2013). Compare, e.g., Burke, supra, at 79–81 (plan provision requiring suit within three years after proof-of-loss dead­line is enforceable); and Rice v. Jefferson Pilot Financial Ins. Co., 578 F. 3d 450, 455–456 (CA6 2009) (same), with White v. Sun Life Assurance Co. of Canada, 488 F. 3d 240, 245–248 (CA4 2007) (not enforceable); and Price v. Provi­dent Life & Acc. Ins. Co., 2 F. 3d 986, 988 (CA9 1993) (same). We now affirm.

II Statutes of limitations establish the period of time within which a claimant must bring an action. As a gen­eral matter, a statute of limitations begins to run whenthe cause of action “‘accrues’”—that is, when “the plaintiff can file suit and obtain relief.” Bay Area Laundry and Dry Cleaning Pension Trust Fund v. Ferbar Corp. of Cal., 522

U. S. 192, 201 (1997).

—————— provision barred her from bringing legal action any later than Septem­ber 30, 2010. Heimeshoff did not file suit until November 18, 2010. 5

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ERISA and its regulations require plans to providecertain presuit procedures for reviewing claims after par- ticipants submit proof of loss (internal review). See 29

U. S. C. §1133; 29 CFR §2560.503–1 (2012). The courts of appeals have uniformly required that participants exhaust internal review before bringing a claim for judicial review under §502(a)(1)(B). See LaRue v. DeWolff, Boberg & Associates, Inc., 552 U. S. 248, 258–259 (2008) (ROBERTS,

C. J., concurring in part and concurring in judgment). A participant’s cause of action under ERISA accordinglydoes not accrue until the plan issues a final denial.

ERISA §502(a)(1)(B) does not specify a statute of limita­tions. Instead, the parties in this case have agreed bycontract to a 3-year limitations period. The contract speci­fies that this period begins to run at the time proof of lossis due. Because proof of loss is due before a participant can exhaust internal review, Heimeshoff contends that this limitations provision runs afoul of the general rulethat statutes of limitations commence upon accrual of the cause of action.

For the reasons that follow, we reject that argument.Absent a controlling statute to the contrary, a participantand a plan may agree by contract to a particular limita­tions period, even one that starts to run before the cause of action accrues, as long as the period is reasonable.

A Recognizing that Congress generally sets statutorylimitations periods to begin when their associated causesof action accrue, this Court has often construed statutes of limitations to commence when the plaintiff is permitted tofile suit. See, e.g., Graham County Soil & Water Conserva­tion Dist. v. United States ex rel. Wilson, 545 U. S. 409, 418 (2005) (resolving an ambiguity in light of “the ‘stand­ard rule that the limitations period commences when theplaintiff has a complete and present cause of action’” Opinion of the Court 6 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO. Opinion of the Court

(quoting Bay Area Laundry, supra, at 201)); Rawlings v. Ray, 312 U. S. 96, 98 (1941). At the same time, we have recognized that statutes of limitations do not inexorably commence upon accrual. See Reiter v. Cooper, 507 U. S. 258, 267 (1993) (noting the possibility that a cause of action may “accru[e] at one time for the purpose of calcu­lating when the statute of limitations begins to run, but at another time for the purpose of bringing suit”); see also Dodd v. United States, 545 U. S. 353, 358 (2005) (the statute of limitations in the federal habeas statute runs from “‘the date on which the right asserted was initially recognized by the Supreme Court’” even if the right hasnot yet been “‘made retroactively applicable to cases on collateral review’”); McMahon v. United States, 342 U. S. 25, 26–27 (1951) (the limitations period in the Suits in Admiralty Act runs from the date of injury rather thanwhen plaintiffs may sue).

None of those decisions, however, addresses the critical aspect of this case: the parties have agreed by contract tocommence the limitations period at a particular time. For that reason, we find more appropriate guidance in prece­dent confronting whether to enforce the terms of a contractual limitations provision. Those cases provide awell-established framework suitable for resolving the ques- tion in this case:

“[I]n the absence of a controlling statute to the con­trary, a provision in a contract may validly limit, be­tween the parties, the time for bringing an action on such contract to a period less than that prescribed in the general statute of limitations, provided that theshorter period itself shall be a reasonable period.” Order of United Commercial Travelers of America v. Wolfe, 331 U. S. 586, 608 (1947).

We have recognized that some statutes of limitations donot permit parties to choose a shorter period by contract. 7

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See, e.g., Louisiana & Western R. Co. v. Gardiner, 273

U. S. 280, 284 (1927) (contractual provision requiring suit against common carrier within two years and one dayafter delivery was invalid under a federal statute “declar[ing] unlawful any limitation shorter than two years from the time notice is given of the disallowance of theclaim”). The rule set forth in Wolfe recognizes, however,that other statutes of limitations provide only a default rule that permits parties to choose a shorter limitationsperiod. See Riddlesbarger v. Hartford Ins. Co., 7 Wall. 386, 390 (1869) (finding “nothing in th[e] language or object [of statutes of limitations] which inhibits partiesfrom stipulating for a shorter period within which to as­sert their respective claims”); see also Missouri, K. & T. R. Co. v. Harriman, 227 U. S. 657, 672–673 (1913) (citing examples). If parties are permitted to contract around adefault statute of limitations, it follows that the same rule applies where the statute creating the cause of action is silent regarding a limitations period.

The Wolfe rule necessarily allows parties to agree notonly to the length of a limitations period but also to its commencement. The duration of a limitations period canbe measured only by reference to its start date. Each is therefore an integral part of the limitations provision, andthere is no basis for categorically preventing parties fromagreeing on one aspect but not the other. See Electrical Workers v. Robbins & Myers, Inc., 429 U. S. 229, 234 (1976) (noting that “the parties could conceivably have agreed to a contract” specifying the “‘occurrence’” that commenced the statutory limitations period).

B The principle that contractual limitations provisions ordinarily should be enforced as written is especiallyappropriate when enforcing an ERISA plan. “The plan, inshort, is at the center of ERISA.” US Airways, Inc. v. Opinion of the Court 8 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO. Opinion of the Court

McCutchen, 569 U. S. ___, ___ (2013) (slip op., at 11). “[E]mployers have large leeway to design disability andother welfare plans as they see fit.” Black & Decker Dis­ability Plan v. Nord, 538 U. S. 822, 833 (2003). And once a plan is established, the administrator’s duty is to see thatthe plan is “maintained pursuant to [that] written instru­ment.” 29 U. S. C. §1102(a)(1). This focus on the written terms of the plan is the linchpin of “a system that is [not]so complex that administrative costs, or litigation expenses,unduly discourage employers from offering [ERISA] plansin the first place.” Varity Corp. v. Howe, 516 U. S. 489, 497 (1996).

Heimeshoff ’s cause of action for benefits is likewise bound up with the written instrument. ERISA §502(a)(1)(B) authorizes a plan participant to bring suit “to recover benefits due to him under the terms of his plan, to enforce his rights under the terms of the plan, or to clarify his rights to future benefits under the terms of the plan.” 29 U. S. C. §1132(a)(1)(B) (emphasis added). That “statutory language speaks of ‘enforc[ing]’ the ‘terms of the plan,’ not of changing them.” CIGNA Corp. v. Amara, 563

U. S. ___, ___ (2011) (slip op., at 13). For that reason, we have recognized the particular importance of enforcingplan terms as written in §502(a)(1)(B) claims. See id., at ___ (slip op., at 13–14); Conkright v. Frommert, 559 U. S. 506, 512–513 (2010); Kennedy v. Plan Administrator for DuPont Sav. and Investment Plan, 555 U. S. 285, 299–301 (2009). Because the rights and duties at issue in this caseare no less “built around reliance on the face of written plan documents,” Curtiss-Wright Corp. v. Schoonejongen, 514 U. S. 73, 83 (1995), we will not presume from statu­tory silence that Congress intended a different approachhere.

III We must give effect to the Plan’s limitations provision 9

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Opinion of the Court

unless we determine either that the period is unreason- ably short, or that a “controlling statute” prevents thelimitations provision from taking effect. Wolfe, 331 U. S., at 608. Neither condition is met here.

A Neither Heimeshoff nor the United States claims that the Plan’s 3-year limitations provision is unreasonably short on its face. And with good reason: the United States acknowledges that the regulations governing internalreview mean for “mainstream” claims to be resolved in about one year, Tr. of Oral Arg. 22, leaving the participantwith two years to file suit.4 Even in this case, where the administrative review process required more time than usual, Heimeshoff was left with approximately one year in which to file suit. Heimeshoff does not dispute that a hypothetical 1-year limitations period commencing at the conclusion of internal review would be reasonable. Id., at 4. We cannot fault a limitations provision that would leave the same amount of time in a case with an unusually long internal review process while providing for a signifi­cantly longer period in most cases.Heimeshoff ’s reliance on Occidental Life Ins. Co. of Cal.

v. EEOC, 432 U. S. 355 (1977), is therefore misplaced. There, we declined to enforce a State’s 1-year statute of limitations as applied to Title VII employment discrimina­tion actions where the limitations period commenced before accrual. We concluded that “[i]t would hardly bereasonable” to suppose that Congress intended to enforcestate statutes of limitations as short as 12 months where

—————— 4Heimeshoff, drawing on a study by the American Council of Life Insurers of recent §502(a)(1)(B) cases where timeliness was at issue, states that exhaustion can take 15 to 16 months in a typical case.Reply Brief 17–18, n. 3 (citing Brief for American Council of Life Insurers et al. as Amici Curiae 29). In our view, that still leaves ample time for filing suit. 10 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO. Opinion of the Court

the Equal Employment Opportunity Commission faced abacklog of 18 to 24 months, leaving claimants with little chance of bringing a claim not barred by the State’s stat­ute of limitations. Id., at 369–371. In the absence of any evidence that there are similar obstacles to bringing atimely §502(a)(1)(B) claim, we conclude that the Plan’slimitations provision is reasonable.

B Heimeshoff and the United States contend that even if the Plan’s limitations provision is reasonable, ERISA is a “controlling statute to the contrary.” Wolfe, supra, at 608. But they do not contend that ERISA’s statute of limita­tions for claims of breach of fiduciary duty controls thisaction to recover benefits. See 29 U. S. C. §1113. Nor do they claim that ERISA’s text or regulations contradict thePlan’s limitations provision. Rather, they assert that thelimitations provision will “undermine” ERISA’s two-tiered remedial scheme. Brief for Petitioner 39; Brief for United States as Amicus Curiae 19. We cannot agree.

1 The first tier of ERISA’s remedial scheme is the internal review process required for all ERISA disability-benefit plans. 29 CFR §2560.503–1. After the participant files a claim for disability benefits, the plan has 45 days to make an “adverse benefit determination.” §2560.503–1(f)(3).Two 30-day extensions are available for “matters beyond the control of the plan,” giving the plan a total of up to 105 days to make that determination. Ibid. The plan’s time for making a benefit determination may be tolled “due toa claimant’s failure to submit information necessary todecide a claim.” §2560.503–1(f)(4). Following denial, the plan must provide the participantwith “at least 180 days . . . within which to appeal the determination.” §§2560.503–1(h)(3)(i), (h)(4). The plan 11

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has 45 days to resolve that appeal, with one 45-day exten­sion available for “special circumstances (such as the need to hold a hearing).” §§2560.503–1(i)(1)(i), (i)(3)(i). The plan’s time for resolving an appeal can be tolled again if the participant fails to submit necessary information.§2560.503–1(i)(4). In the ordinary course, the regulationscontemplate an internal review process lasting about one year. Tr. of Oral Arg. 22. If the plan fails to meet its own deadlines under these procedures, the participant “shall be deemed to have exhausted the administrative reme­dies.” §2560.503–1(l). Upon exhaustion of the internalreview process, the participant is entitled to proceed im­mediately to judicial review, the second tier of ERISA’s remedial scheme.

2 Heimeshoff and the United States first claim that the Plan’s limitations provision will undermine the foregoing internal review process. They contend that participantswill shortchange their own rights during that process inorder to have more time in which to seek judicial review.Their premise—that participants will sacrifice the benefits of internal review to preserve additional time for filing suit—is highly dubious in light of the consequences of that course of action. First, to the extent participants fail to develop evidenceduring internal review, they risk forfeiting the use of thatevidence in district court. The Courts of Appeals havegenerally limited the record for judicial review to the administrative record compiled during internal review.See, e.g., Foster v. PPG Industries, Inc., 693 F. 3d 1226, 1231 (CA10 2012); Fleisher v. Standard Ins. Co., 679 F. 3d 116, 121 (CA3 2012); McCartha v. National City Corp., 419 F. 3d 437, 441 (CA6 2005). Second, participants arenot likely to value judicial review of plan determinations over internal review. Many plans (including this Plan) Opinion of the Court 12 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO. Opinion of the Court

vest discretion over benefits determinations in plan ad­ministrators. See Firestone Tire & Rubber Co. v. Bruch, 489 U. S. 101, 111–112 (1989) (permitting the vesting of discretion); see also App. in No. 12–651–cv (CA2), p. 34. Courts ordinarily review determinations by such plansonly for abuse of discretion. Metropolitan Life Ins. Co. v. Glenn, 554 U. S. 105, 115–116 (2008). In short, partici­pants have much to lose and little to gain by giving up the full measure of internal review in favor of marginal extratime to seek judicial review.

3 Heimeshoff and the United States next warn that it will endanger judicial review to allow plans to set limitationsperiods that begin to run before internal review is com­plete. The United States suggests that administratorsmay attempt to prevent judicial review by delaying the resolution of claims in bad faith. Brief for United States as Amicus Curiae 19; see also White, 488 F. 3d, at 247–

248. But administrators are required by the regulationsgoverning the internal review process to take promptaction, see supra, at 10–11, and the penalty for failure to meet those deadlines is immediate access to judicial re­view for the participant. 29 CFR §2560.503–1(l). In addi­tion, that sort of dilatory behavior may implicate one ofthe traditional defenses to a statute of limitations. See infra, at 14–15.

The United States suggests that even good-faith admin­istration of internal review will significantly diminish theavailability of judicial review if this limitations provision is enforced. Forty years of ERISA administration sug­gest otherwise. The limitations provision at issue is quitecommon; the vast majority of States require certain insur­ance policies to include 3-year limitations periods that run 13

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from the date proof of loss is due.5 But there is no signifi­cant evidence that limitations provisions like the one here have similarly thwarted judicial review. As explainedabove, see supra, at 10–11, ERISA regulations structureinternal review to proceed in an expeditious manner. It stands to reason that the cases in which internal review leaves participants with less than one year to file suit are rare. Heimeshoff identifies only a handful of cases inwhich §502(a)(1)(B) plaintiffs are actually time barred as a result of this 3-year limitations provision. See Abena v. Metropolitan Life Ins. Co., 544 F. 3d 880 (CA7 2008); Touqan v. Metropolitan Life Ins. Co., 2012 WL 3465493

—————— 5See Ala. Code §§27–19–14, 27–20–5(7) (2007); Alaska Stat. §21.54.030(7) (2012); Ark. Code Ann. §§23–85–116, 23–86–102(c)(7) (2004); Cal. Ins. Code Ann. §10350.11 (West 2013); Colo. Rev. Stat. Ann. §10–16–202(12) (2013); Conn. Gen. Stat. §38a–483(a)(11) (2012);Del. Code Ann., Tit. 18, §§3315, 3541(7) (1999); Ga. Code Ann. §33–29–3(b)(11) (2013); Haw. Rev. Stat. §431:10A–105(11) (Cum. Supp. 2012); Idaho Code §§41–2115, 41–2207(7) (Lexis 2010); Ill. Comp. Stat., ch. 215, §5/357.12 (West 2012); Ind. Code §27–8–5–3(a)(11) (2004); IowaCode §514A.3(1)(k) (2008); Ky. Rev. Stat. Ann. §§304.17–150, 304.18–070(7) (West 2012); Me. Rev. Stat. Ann., Tit. 24–A, §2715 (2000); Mass. Gen. Laws, ch. 175, §108(3)(a)(11) (West 2011); Mich. Comp. Laws§500.3422 (2002); Minn. Stat. §62A.04(2)(11) (2012); Miss. Code Ann.§83–9–5(1)(k) (2011); Mo. Rev. Stat. §376.777(1)(11) (2000); Mont. Code Ann. §33–22–602(7) (2013); Neb. Rev. Stat. §44–710.03(11) (2010); Nev. Rev. Stat. §§689A.150, 689B.080(9) (2011); N. H. Rev. Stat. Ann. §415:6(I)(11) (West Supp. 2012); N. J. Stat. Ann. §17B:26–14 (West 2006); N. M. Stat. Ann. §59A–22–14 (2013); N. Y. Ins. Law §3216(d)(1)(K) (West Supp. 2013); N. C. Gen. Stat. Ann. §58–51–15(a)(11) (Lexis 2011); N. D. Cent. Code Ann. §26.1–36–05(14) (Lexis2010); Ohio Rev. Code Ann. §3923.04(K) (Lexis 2010); Okla. Stat., Tit.36, §4405(A)(11) (West 2011); Ore. Rev. Stat. §743.441 (2011); 40 Pa. Cons. Stat. §753(A)(11) (1999); R. I. Gen. Laws §27–18–3(a)(11) (Lexis2008); S. D. Codified Laws §58–18–27 (2004); Tenn. Code Ann. §56–26–108(11) (2008); Tex. Ins. Code Ann. §1201.217 (West Supp. 2012); Vt. Stat. Ann., Tit. 8, §4065(11) (2009); Va. Code Ann. §38.2–3540 (Lexis2007); Wash. Rev. Code §48.20.142 (2012); W. Va. Code Ann. §33–15–4(k) (Lexis 2011); Wyo. Stat. Ann. §§26–18–115, 26–19–107(a)(vii) (2013). Opinion of the Court 14 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO. Opinion of the Court

(ED Mich., Aug. 14, 2012); Smith v. Unum Provident, 2012 WL 1436458 (WD Ky., Apr. 24, 2012); Fry v. Hartford Ins. Co., 2011 WL 1672474 (WDNY, May 3, 2011); Rotondi v. Hartford Life & Acc. Group, 2010 WL 3720830 (SDNY, Sept. 22, 2010). Those cases suggest that this barrier fallson participants who have not diligently pursued their rights. See Abena, supra, at 884 (by his own admission, there was “no reason” plaintiff could not have filed suit during the remaining seven months of limitations period); Smith, supra, at *2 (plaintiff filed suit four years after the limitations period expired, and six years after final de- nial); Rotondi, supra, at *8 (“Application of the . . . limita­tions period works no unfairness here”); see also Rice, 578

F. 3d, at 457 (the participant “has not established that hehas been diligently pursuing his rights” and “has given no reason for his late filing”); Burke, 572 F. 3d, at 81 (follow­ing exhaustion, “two years and five months of the limita­tions period remained”); Salerno v. Prudential Ins. Co. of America, 2009 WL 2412732, *6 (NDNY, Aug. 3, 2009) (“Plaintiff ’s proof of loss was untimely by over ten years”).The evidence that this 3-year limitations provision harms diligent participants is far too insubstantial to set aside the plain terms of the contract.

Moreover, even in the rare cases where internal review prevents participants from bringing §502(a)(1)(B) actions within the contractual period, courts are well equipped to apply traditional doctrines that may nevertheless allow participants to proceed. If the administrator’s conduct causes a participant to miss the deadline for judicial re­view, waiver or estoppel may prevent the administrator from invoking the limitations provision as a defense. See, e.g., Thompson v. Phenix Ins. Co., 136 U. S. 287, 298–299 (1890); LaMantia v. Voluntary Plan Adm’rs, Inc., 401

F. 3d 1114, 1119 (CA9 2005). To the extent the partici­pant has diligently pursued both internal review and judicial review but was prevented from filing suit by ex­15

Cite as: 571 U. S. ____ (2013)

traordinary circumstances, equitable tolling may apply. Irwin v. Department of Veterans Affairs, 498 U. S. 89, 95 (1990) (limitations defenses “in lawsuits between privatelitigants are customarily subject to ‘equitable tolling’”).6 Finally, in addition to those traditional remedies, plans that offer appeals or dispute resolution beyond what iscontemplated in the internal review regulations mustagree to toll the limitations provision during that time. 29 CFR §2560.503–1(c)(3)(ii). Thus, we are not persuaded that the Plan’s limitations provision is inconsistent with ERISA.

C Two additional arguments warrant mention. First, Heimeshoff argues—for the first time in this litigation—that the limitations period should be tolled as a matter ofcourse during internal review. By effectively delaying the commencement of the limitations period until the conclu­sion of internal review, however, this approach reconsti­tutes the contractual revision we declined to make. As we explained, the parties’ agreement should be enforcedunless the limitations period is unreasonably short or foreclosed by ERISA. The limitations period here is nei­ther. See supra, at 9–10, 11–14, and this page. Nor do the ERISA regulations require tolling duringinternal review. A plan must agree to toll the limitationsprovision only in one particular circumstance: when a planoffers voluntary internal appeals beyond what is permit­ted by regulation. §2560.503–1(c)(3)(ii). Even then, the limitations period is tolled only during that specific por­tion of internal review. This limited tolling requirement would be superfluous if the regulations contemplatedtolling throughout the process. —————— 6Whether the Court of Appeals properly declined to apply those doc­trines in this case is not before us. 569 U. S. ___, ___ (2013); Pet. for Cert. i. Opinion of the Court 16 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO. Opinion of the Court

Finally, relying on our decision in Hardin v. Straub, 490

U. S. 536 (1989), Heimeshoff contends that we must in­quire whether state law would toll the limitations period throughout the exhaustion process. In Hardin, we inter­preted 42 U. S. C. §1983 to borrow a State’s statutory limitations period. We recognized that when a federal statute is deemed to borrow a State’s limitations period,the State’s tolling rules are ordinarily borrowed as wellbecause “‘[i]n virtually all statutes of limitations the chronological length of the limitation period is interrelated with provisions regarding tolling . . . .’” 490 U. S., at 539 (quoting Johnson v. Railway Express Agency, Inc., 421

U. S. 454, 464 (1975)); see also Board of Regents of Univ. of State of N. Y. v. Tomanio, 446 U. S. 478, 484 (1980) (in§1983 actions “a state statute of limitations and the coor­dinate tolling rules” are “binding rules of law”). But here, unlike in Hardin, the parties have adopted a limitationsperiod by contract. Under these circumstances, where there is no need to borrow a state statute of limitations there is no need to borrow concomitant state tolling rules.

IV We hold that the Plan’s limitations provision is enforce­able. The judgment is, accordingly, affirmed.

It is so ordered.

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