These workers say their retirement plan overpaid tens of millions for company stock.

A $92 million purchase from the people who ran the company

In November 2016 (almost exactly 10 years ago!), the employee retirement plan at Inland Fresh Seafood Corporation of America borrowed $92 million and used the money to buy every outstanding share of the company’s common stock. The company guaranteed the loan. The sellers were four of its own officers and directors.

So you can imagine how bad this makes the company look lol

That structure is the heart of the dispute. The plan is an employee stock ownership plan, a retirement arrangement in which workers’ benefits are tied to company stock. Here, according to the plaintiffs, the people on the selling side of the deal had a stake in a high price, and the plan, which exists for the benefit of workers, was on the buying side.

The plaintiffs say the price was inflated. They attribute that to false financial projections, among other things, and allege it far exceeded Inland Fresh’s fair market value. They also allege that the plan’s trustee failed to conduct proper due diligence before settling on the price. In their telling, the plan and its participants overpaid by tens of millions of dollars.

These are allegations. The opinion does not say what the projections contained, how the price was set, or whether the stock was worth what the plan paid. It also does not explain how the loan was to be repaid, so this article does not either.

Who sued, and who they sued

The named plaintiffs are five former Inland Fresh employees. They sued on behalf of the plan itself and a proposed class of the plan’s 578 participants. Their targets were the company, the plan’s trustee, the plan’s committee, and four of the company’s officers and directors.

They brought their claims under the Employee Retirement Income Security Act (ERISA), the federal law that governs most workplace retirement plans. The claims accuse the defendants of breaching their fiduciary duties, meaning the legal obligation of those running a plan to act in participants’ interests. The plaintiffs say the breach caused the plan to overpay.

• November 2016The plan buys all outstanding common stock from four officers and directors using a $92 million loan guaranteed by the company.
• December 5, 2023The district court dismisses the case under Mason and denies a stay to let the plaintiffs pursue administrative remedies.
• 2025A three-judge panel affirms the dismissal while two members call for Mason to be overruled.
• 2026The panel opinion is vacated, which means it no longer stands, and rehearing before the full court is ordered.
• October 13, 2026The full court overrules Mason on statutory claims, reverses the dismissal and sends the case back.

By our count, nearly three years passed between the dismissal and the full court’s decision. The opinion does not say what, if anything, happened to the underlying allegations in the meantime. It is silent on the price.

Why the court said the rule had to go

Writing for the full court, Judge Jordan described Mason as an “atextual product of judicial creation based solely on policy reasons.” Put simply, nothing in the statute requires exhaustion. The 1985 court acknowledged as much and imposed the requirement anyway, citing reasons such as cutting down on frivolous suits and lowering dispute costs.

“Remanded to the panel” means the case goes back to the three-judge group that first heard the appeal, for whatever further proceedings are needed. This opinion does not say what those will be. Reversal of a dismissal revives the case; it does not say the plaintiffs are right.

Source: Bolton v. Inland Fresh Seafood Corporation of America, Inc., No. 24-10084, en banc opinion of the U.S. Court of Appeals for the Eleventh Circuit, filed October 13, 2026 (Jordan, J.), reviewing a dismissal by the U.S. District Court for the Northern District of Georgia.