Heimeshoff v. Hartford Life & Accident Ins. Co., 571 U.S. (2013) - Case Law - VLEX 481556738

Heimeshoff v. Hartford Life & Accident Ins. Co., 571 U.S. (2013)

Ponente:Associate Justice Clarence Thomas
Docket Number:12-729
CONTENT

(Slip Opinion) OCTOBER TERM, 2013 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. 1

SUPREME COURT OF THE UNITED STATES HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INSURANCE CO. ET AL. CERTIORARI TO THE UNITED STATES COURT OF APPEALS FORTHE SECOND CIRCUIT 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 LongTerm Disability Plan (Plan), an employee benefit plan covered by theEmployee Retirement Income Security Act of 1974 (ERISA). ThePlan'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" isdue. 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. Almostthree 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 Courtgranted the motion, recognizing that while ERISA does not provide astatute of limitations, the contractual 3-year limitations period wasenforceable under applicable State law and Circuit precedent. TheSecond 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 untilthe plan issues a final denial. But it does not follow that a plan andits 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. 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'slimitations 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 aboutone 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 LifeIns. Co. of Cal. v. EEOC, 432 U. S. 355, in which this Court declinedto 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 theUnited States that the limitations provision is unenforceable becauseit will undermine ERISA's two-tiered remedial scheme. Pp. 10-15.

(i) Enforcement of the Plan's limitation provision is unlikely tocause participants to shortchange the internal review process. Therecord 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-danger judicial review. To the extent that administrators attempt toprevent judicial review by delaying the resolution of claims in badfaith, the penalty for failure to meet the regulatory deadlines is immediate access to judicial review for the participant. Evidence fromforty years of ERISA administration of this common contractual provision suggests that the good-faith administration of internal reviewwill 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 3-year limitations provision, and these cases suggest that the bar fallson participants who have not diligently pursued their rights. Moreover, 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 ofVeterans 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 regulationsmust 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. Thelimitations period need not be tolled as a matter of course during internal review because that would be inconsistent with the text of thelimitations provision, which is enforceable. And federal courts neednot inquire whether state law would toll the limitations period duringinternal 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. 3 Opinion of the Court 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. 1 SUPREME COURT OF THE UNITED STATES _________________ No. 12-729 _________________ JULIE HEIMESHOFF, PETITIONER v. HARTFORDLIFE & ACCIDENT INSURANCE CO. ET AL. ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OFAPPEALS FOR THE SECOND CIRCUIT [December 16, 2013]

JUSTICE THOMAS delivered the opinion of the Court.A participant in an employee benefit plan covered bythe Employee Retirement Income Security Act of 1974(ERISA), 88 Stat. 829, as amended, 29 U. S. C. §1001 etseq., may bring a civil action under §502(a)(1)(B) to recover 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 hererequires 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 administrative exhaustion requirement will, in practice,shorten the contractual limitations period. The questionpresented is whether the contractual limitations provisionis 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 andfibromyalgia. Heimeshoff stopped working on June 8.On August 22, 2005, Heimeshoff filed a claim for long-term disability benefits with Hartford Life & AccidentInsurance Co., the administrator of Wal-Mart's GroupLong Term Disability Plan (Plan). Her claim form, supported by a statement from her rheumatologist, listed hersymptoms as " 'extreme fatigue, significant pain, anddifficulty in concentration.' "1 App. to Pet. for Cert. 7. InNovember 2005, Hartford notified Heimeshoff that it couldnot determine whether she was disabled because herrheumatologist had never responded to Hartford's requestfor additional information. Hartford denied the claim thefollowing month for failure to provide satisfactory proof ofloss. Hartford instructed Heimeshoff that it would consider an appeal filed within 180 days, but later informed herthat it would reopen her claim, without the need for anappeal, if her rheumatologist provided the requestedinformation. In July 2006, another physician evaluated Heimeshoffand concluded that she was disabled. Heimeshoff submitted that evaluation and additional medical evidencein October 2006. Hartford then retained a physician toreview Heimeshoff 's records and speak with her rheumatologist. That physician issued a report in November 2006concluding 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 ------ 1 The insurance policy provides: " 'Written proof of loss must be sentto The Hartford within 90 days after the start of the period for whichThe Hartford owes payment. After that, The Hartford may requirefurther written proof that you are still Disabled.' " App. to Pet. for Cert.

10. Opinion of the Court to provide additional evidence. Hartford granted theextension. On September 26, 2007, Heimeshoff submittedher appeal along with additional cardiopulmonary andneuropsychological evaluations. After two additionalphysicians retained by Hartford reviewed the claim, Hartford issued its final denial on November 26, 2007. On November 18, 2010, almost three years later (butmore 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 afterthe 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 explainedthat the limitations period provided by the most nearlyanalogous state statute applies. See North Star Steel Co.

v. Thomas, 515 U. S. 29, 33-34 (1995). Under Connecticutlaw, the Plan was permitted to specify a limitations periodexpiring "[not] less than one year from the time when theloss 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 tobegin when proof of loss is due is enforceable, andHeimeshoff 's claim was therefore untimely.3 Id., at 13, 15 ------ 2 The parties do not dispute that Connecticut provides the relevantstate law governing the limitations period in this case. 3 Heimeshoff also argued before the District Court that even if thePlan's limitations provision were enforceable, her suit was still timelybecause Hartford had granted her request for an extension untilSeptember 30, 2007. Even crediting the contention that proof of losswas not due until that date, the court held that the Plan's limitations 3 4 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO. Opinion of the Court (citing Burke v. PriceWaterHouseCoopers LLP Long TermDisability Plan, 572 F. 3d 76, 79-81 (CA2 2009) (percuriam)).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 thatthe 3-year limitations period ran from the time that proofof loss was due under the Plan, and because Heimeshofffiled her claim more than three years after that date, heraction was time barred. We granted certiorari to resolve a split among theCourts of Appeals on the enforceability of this commoncontractual limitations provision. 569 U. S. ___ (2013).Compare, e.g., Burke, supra, at 79-81 (plan provisionrequiring suit within three years after proof-of-loss deadline is enforceable); and Rice v. Jefferson Pilot FinancialIns. Co., 578 F. 3d 450, 455-456 (CA6 2009) (same), withWhite 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 timewithin 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 plaintiffcan file suit and obtain relief." Bay Area Laundry and DryCleaning 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. Opinion of the Court ERISA and its regulations require plans to providecertain presuit procedures for reviewing claims after participants submit proof of loss (internal review). See 29

U. S. C. §1133; 29 CFR §2560.503-1 (2012). The courts ofappeals have uniformly required that participants exhaustinternal review before bringing a claim for judicial reviewunder §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). Aparticipant'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 participantcan exhaust internal review, Heimeshoff contends thatthis limitations provision runs afoul of the general rulethat statutes of limitations commence upon accrual of thecause 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 ofaction 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 oflimitations 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' " 5 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 haverecognized that statutes of limitations do not inexorablycommence upon accrual. See Reiter v. Cooper, 507 U. S.258, 267 (1993) (noting the possibility that a cause ofaction may "accru[e] at one time for the purpose of calculating when the statute of limitations begins to run, but atanother time for the purpose of bringing suit"); see alsoDodd v. United States, 545 U. S. 353, 358 (2005) (thestatute of limitations in the federal habeas statute runsfrom " 'the date on which the right asserted was initiallyrecognized by the Supreme Court' " even if the right hasnot yet been " 'made retroactively applicable to cases oncollateral review' "); McMahon v. United States, 342 U. S.25, 26-27 (1951) (the limitations period in the Suits inAdmiralty Act runs from the date of injury rather thanwhen plaintiffs may sue).None of those decisions, however, addresses the criticalaspect of this case: the parties have agreed by contract tocommence the limitations period at a particular time. Forthat reason, we find more appropriate guidance in precedent confronting whether to enforce the terms of acontractual limitations provision. Those cases provide awell-established framework suitable for resolving the question 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 onsuch contract to a period less than that prescribed inthe 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. Opinion of the Court See, e.g., Louisiana & Western R. Co. v. Gardiner, 273

U. S. 280, 284 (1927) (contractual provision requiring suitagainst common carrier within two years and one dayafter delivery was invalid under a federal statute"declar[ing] unlawful any limitation shorter than twoyears 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 defaultrule 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 orobject [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) (citingexamples). If parties are permitted to contract around adefault statute of limitations, it follows that the same ruleapplies where the statute creating the cause of action issilent regarding a limitations period.The Wolfe rule necessarily allows parties to agree notonly to the length of a limitations period but also to itscommencement. The duration of a limitations period canbe measured only by reference to its start date. Each istherefore an integral part of the limitations provision, andthere is no basis for categorically preventing parties fromagreeing on one aspect but not the other. See ElectricalWorkers v. Robbins & Myers, Inc., 429 U. S. 229, 234(1976) (noting that "the parties could conceivably haveagreed to a contract" specifying the " 'occurrence' " thatcommenced the statutory limitations period)

B

The principle that contractual limitations provisionsordinarily 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. 7 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 aplan 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 writtenterms 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 likewisebound 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 toclarify his rights to future benefits under the terms of theplan." 29 U. S. C. §1132(a)(1)(B) (emphasis added). That"statutory language speaks of 'enforc[ing]' the 'terms of theplan,' not of changing them." CIGNA Corp. v. Amara, 563

U. S. ___, ___ (2011) (slip op., at 13). For that reason, wehave 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 forDuPont 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 writtenplan 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 Opinion of the Court unless we determine either that the period is unreasonably 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 thatthe Plan's 3-year limitations provision is unreasonablyshort on its face. And with good reason: the United Statesacknowledges that the regulations governing internalreview mean for "mainstream" claims to be resolved inabout one year, Tr. of Oral Arg. 22, leaving the participantwith two years to file suit.4 Even in this case, where theadministrative review process required more time thanusual, Heimeshoff was left with approximately one year inwhich to file suit. Heimeshoff does not dispute that ahypothetical 1-year limitations period commencing at theconclusion of internal review would be reasonable. Id.,at 4. We cannot fault a limitations provision that wouldleave the same amount of time in a case with an unusuallylong 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 oflimitations as applied to Title VII employment discrimination actions where the limitations period commencedbefore 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 ------ 4 Heimeshoff, drawing on a study by the American Council of LifeInsurers 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 LifeInsurers et al. as Amici Curiae 29). In our view, that still leaves ampletime for filing suit. 9 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 littlechance of bringing a claim not barred by the State's statute of limitations. Id., at 369-371. In the absence of anyevidence 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 ifthe 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 dothey claim that ERISA's text or regulations contradict thePlan's limitations provision. Rather, they assert that thelimitations provision will "undermine" ERISA's two-tieredremedial scheme. Brief for Petitioner 39; Brief for UnitedStates as Amicus Curiae 19. We cannot agree. 1

The first tier of ERISA's remedial scheme is the internalreview process required for all ERISA disability-benefitplans. 29 CFR §2560.503-1. After the participant files aclaim for disability benefits, the plan has 45 days to makean "adverse benefit determination." §2560.503-1(f)(3).Two 30-day extensions are available for "matters beyondthe control of the plan," giving the plan a total of up to 105days to make that determination. Ibid. The plan's timefor 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 thedetermination." §§2560.503-1(h)(3)(i), (h)(4). The plan Opinion of the Court has 45 days to resolve that appeal, with one 45-day extension available for "special circumstances (such as the needto hold a hearing)." §§2560.503-1(i)(1)(i), (i)(3)(i). Theplan's time for resolving an appeal can be tolled again ifthe participant fails to submit necessary information.§2560.503-1(i)(4). In the ordinary course, the regulationscontemplate an internal review process lasting about oneyear. Tr. of Oral Arg. 22. If the plan fails to meet its owndeadlines under these procedures, the participant "shallbe 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'sremedial scheme. 2

Heimeshoff and the United States first claim that thePlan's limitations provision will undermine the foregoinginternal 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 benefitsof internal review to preserve additional time for filingsuit-is highly dubious in light of the consequences of thatcourse 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 theadministrative 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. 3d116, 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 determinationsover internal review. Many plans (including this Plan) 11 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 ofdiscretion); 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 thefull measure of internal review in favor of marginal extratime to seek judicial review. 3

Heimeshoff and the United States next warn that it willendanger 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 theresolution of claims in bad faith. Brief for United Statesas 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 tomeet 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. Seeinfra, 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 provisionis 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 Opinion of the Court from the date proof of loss is due.5 But there is no significant evidence that limitations provisions like the one herehave similarly thwarted judicial review. As explainedabove, see supra, at 10-11, ERISA regulations structureinternal review to proceed in an expeditious manner. Itstands to reason that the cases in which internal reviewleaves participants with less than one year to file suit arerare. Heimeshoff identifies only a handful of cases inwhich §502(a)(1)(B) plaintiffs are actually time barred as aresult 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 ------ 5 See 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. CodeAnn. §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). 13 14 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO. Opinion of the Court (ED Mich., Aug. 14, 2012); Smith v. Unum Provident, 2012WL 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 theirrights. See Abena, supra, at 884 (by his own admission,there was "no reason" plaintiff could not have filed suitduring the remaining seven months of limitations period);Smith, supra, at *2 (plaintiff filed suit four years after thelimitations period expired, and six years after final denial); 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 noreason 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. ofAmerica, 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 harmsdiligent participants is far too insubstantial to set asidethe plain terms of the contract.Moreover, even in the rare cases where internal reviewprevents participants from bringing §502(a)(1)(B) actionswithin the contractual period, courts are well equipped toapply traditional doctrines that may nevertheless allowparticipants to proceed. If the administrator's conductcauses a participant to miss the deadline for judicial review, waiver or estoppel may prevent the administratorfrom 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 andjudicial review but was prevented from filing suit by ex-Opinion of the Court 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, plansthat offer appeals or dispute resolution beyond what iscontemplated in the internal review regulations mustagree to toll the limitations provision during that time. 29CFR §2560.503-1(c)(3)(ii). Thus, we are not persuadedthat the Plan's limitations provision is inconsistent withERISA

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 thecommencement of the limitations period until the conclusion of internal review, however, this approach reconstitutes the contractual revision we declined to make. As weexplained, the parties' agreement should be enforcedunless the limitations period is unreasonably short orforeclosed 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, thelimitations period is tolled only during that specific portion of internal review. This limited tolling requirementwould be superfluous if the regulations contemplatedtolling throughout the process. ------ 6 Whether the Court of Appeals properly declined to apply those doctrines in this case is not before us. 569 U. S. ___, ___ (2013); Pet. forCert. i. 15 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 periodthroughout the exhaustion process. In Hardin, we interpreted 42 U. S. C. §1983 to borrow a State's statutorylimitations period. We recognized that when a federalstatute 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 thechronological length of the limitation period is interrelatedwith 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. ofState 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, wherethere is no need to borrow a state statute of limitationsthere 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.