Heimeshoff v. Hartford Life & Accident Ins. Co.

(Slip Opinion) OCTOBER TERM, 2013 1

Syllabus

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is
being 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 been
prepared by the Reporter of Decisions for the convenience of the reader.
See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

Syllabus

HEIMESHOFF v. HARTFORD LIFE & ACCIDENT

INSURANCE CO. ET AL.

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR
THE SECOND CIRCUIT

No. 12–729. Argued October 15, 2013—Decided December 16, 2013
Respondent Hartford Life & Accident Insurance Co. (Hartford) is the
administrator 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 pursuant
to 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 ben-
efits with Hartford. After petitioner exhausted the mandatory ad-
ministrative review process, Hartford issued its final denial. Almost
three years after that final denial but more than three years after
proof of loss was due, Heimeshoff filed a claim for judicial review pur-
suant to ERISA §502(a)(1)(B). Hartford and Wal-Mart moved to dis-
miss 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 was
enforceable 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 bene-
fit plan covered by ERISA to exhaust the plan’s administrative reme-
dies before filing suit to recover benefits. A plan participant’s cause
of 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 be-
fore 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 limi-
tations provision is enforceable so long as the limitations period is of
reasonable length and there is no controlling statute to the contrary.
That is the appropriate framework for determining the enforceability
of the Plan’s limitations provision. The Wolfe approach necessarily
allows parties to agree both to the length of a limitations period and
to its commencement. Pp. 5–7.
(2) The principle that contractual limitations provisions should
ordinarily be enforced as written is especially appropriate in the con-
text of an ERISA plan. Heimeshoff’s cause of action is bound up with
the written terms of the Plan, and ERISA authorizes a participant to
bring suit “to enforce his rights under the terms of the plan.”
§1132(a)(1)(B). This Court has thus recognized the particular im-
portance 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 pre-
sume from statutory silence that Congress intended a different ap-
proach 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 regu-
lations mean for mainstream claims to be resolved by plans in about
one year. Here, the Plan’s administrative review process (“internal
review”) required more time than usual but still left Heimeshoff with
approximately 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 em-
ployment discrimination actions where the Equal Employment Op-
portunity Commission faced an 18- to 24-month backlog, is unavail-
ing in the absence of any evidence that similar obstacles exist to
bringing 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 adminis-
trative record, so participants who fail to develop evidence during in-
ternal review risk forfeiting the use of that evidence in district court.
In addition, many plans vest discretion over benefits determinations
in the plan administrator, and courts ordinarily review such deter-
minations only for abuse of discretion. Pp. 11–12.
(ii) It is also unlikely that enforcing limitations periods that
begin to run before the internal review process is exhausted will en-
 Cite as: 571 U. S. ____ (2013) 3

Syllabus

danger judicial review. To the extent that administrators attempt to
prevent judicial review by delaying the resolution of claims in bad
faith, the penalty for failure to meet the regulatory deadlines is im-
mediate access to judicial review for the participant. Evidence from
forty years of ERISA administration of this common contractual pro-
vision 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 3-
year limitations provision, and these cases suggest that the bar falls
on participants who have not diligently pursued their rights. More-
over, courts are well equipped to apply traditional doctrines, such as
waiver 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 partic-
ipants to proceed. Finally, plans offering appeals or dispute resolu-
tion 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 in-
ternal 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, not
borrowed from state law. Pp. 15–16.
496 Fed. Appx. 129, affirmed.

THOMAS, J., delivered the opinion for a unanimous Court.
 Cite as: 571 U. S. ____ (2013) 1

Opinion of the Court

NOTICE: This opinion is subject to formal revision before publication in the
preliminary print of the United States Reports. Readers are requested to
notify the Reporter of Decisions, Supreme Court of the United States, Wash-
ington, D. C. 20543, of any typographical or other formal errors, in order
that corrections may be made before the preliminary print goes to press.

SUPREME COURT OF THE UNITED STATES
_________________

No. 12–729
_________________

JULIE HEIMESHOFF, PETITIONER v. HARTFORD

LIFE & ACCIDENT INSURANCE CO. ET AL.

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF

APPEALS FOR THE SECOND CIRCUIT

[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 partici-
pants to exhaust the plan’s administrative remedies before
filing 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 before
a plan’s administrative process can be completed, the ad-
ministrative exhaustion requirement will, in practice,
shorten the contractual limitations period. The question
presented is whether the contractual limitations provision
is enforceable. We hold that it is.
I
In 2005, petitioner Julie Heimeshoff began to report
chronic 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 long-
term disability benefits with Hartford Life & Accident
Insurance Co., the administrator of Wal-Mart’s Group
Long Term Disability Plan (Plan). Her claim form, sup-
ported 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 request
for additional information. Hartford denied the claim the
following month for failure to provide satisfactory proof of
loss. Hartford instructed Heimeshoff that it would con-
sider 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 requested
information.
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 rheuma-
tologist. That physician issued a report in November 2006
concluding that Heimeshoff was able to perform the activi-
ties required by her sedentary occupation. Hartford de-
nied Heimeshoff ’s claim later that November.
In May 2007, Heimeshoff requested an extension of the
Plan’s appeal deadline until September 30, 2007, in order
——————
1 The insurance policy provides: “ ‘Written proof of loss must be sent

to 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.
 Cite as: 571 U. S. ____ (2013) 3

Opinion of the Court

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, Hart-
ford 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 of
her denied claim pursuant to ERISA §502(a)(1)(B). Hart-
ford and Wal-Mart moved to dismiss on the ground that
Heimeshoff ’s complaint was barred by the Plan’s limita-
tions provision, which stated: “Legal action cannot be
taken against The Hartford . . . [more than] 3 years after
the time written proof of loss is required to be furnished
according to the terms of the policy.” Id., at 10.
The District Court granted the motion to dismiss. Rec-
ognizing that ERISA does not provide a statute of limita-
tions 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
——————
2 The parties do not dispute that Connecticut provides the relevant

state law governing the limitations period in this case.
3 Heimeshoff also argued before the District Court that even if the

Plan’s limitations provision were enforceable, her suit was still timely
because Hartford had granted her request for an extension until
September 30, 2007. Even crediting the contention that proof of loss
was not due until that date, the court held that the Plan’s limitations
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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 Dis-
trict Court, the Court of Appeals concluded that it did
not offend ERISA for the limitations period to commence
before 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 proof
of 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 the
Courts 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 dead-
line 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. Provi-
dent 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 gen-
eral matter, a statute of limitations begins to run when
the 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 Septem-
ber 30, 2010. Heimeshoff did not file suit until November 18, 2010.

 Cite as: 571 U. S. ____ (2013) 5

Opinion of the Court

ERISA and its regulations require plans to provide
certain 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 accordingly
does not accrue until the plan issues a final denial.
ERISA §502(a)(1)(B) does not specify a statute of limita-
tions. Instead, the parties in this case have agreed by
contract to a 3-year limitations period. The contract speci-
fies that this period begins to run at the time proof of loss
is 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 rule
that 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 participant
and a plan may agree by contract to a particular limita-
tions 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 statutory
limitations periods to begin when their associated causes
of action accrue, this Court has often construed statutes of
limitations to commence when the plaintiff is permitted to
file suit. See, e.g., Graham County Soil & Water Conserva-
tion Dist. v. United States ex rel. Wilson, 545 U. S. 409,
418 (2005) (resolving an ambiguity in light of “the ‘stand-
ard rule that the limitations period commences when the
plaintiff has a complete and present cause of action’ ”
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 calcu-
lating 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 has
not 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 than
when plaintiffs may sue).
None of those decisions, however, addresses the critical
aspect of this case: the parties have agreed by contract to
commence the limitations period at a particular time. For
that reason, we find more appropriate guidance in prece-
dent confronting whether to enforce the terms of a
contractual limitations provision. Those cases provide a
well-established framework suitable for resolving the ques-
tion in this case:
“[I]n the absence of a controlling statute to the con-
trary, a provision in a contract may validly limit, be-
tween 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 the
shorter 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 do
not permit parties to choose a shorter period by contract.
 Cite as: 571 U. S. ____ (2013) 7

Opinion of the Court

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 day
after 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 the
claim”). 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 limitations
period. 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 parties
from stipulating for a shorter period within which to as-
sert 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 a
default 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 not
only to the length of a limitations period but also to its
commencement. The duration of a limitations period can
be measured only by reference to its start date. Each is
therefore an integral part of the limitations provision, and
there is no basis for categorically preventing parties from
agreeing 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 especially
appropriate when enforcing an ERISA plan. “The plan, in
short, is at the center of ERISA.” US Airways, Inc. v.
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 and
other welfare plans as they see fit.” Black & Decker Dis-
ability Plan v. Nord, 538 U. S. 822, 833 (2003). And once a
plan is established, the administrator’s duty is to see that
the plan is “maintained pursuant to [that] written instru-
ment.” 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] plans
in 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 enforcing
plan 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 case
are 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 statu-
tory silence that Congress intended a different approach
here.
III
We must give effect to the Plan’s limitations provision
 Cite as: 571 U. S. ____ (2013) 9

Opinion of the Court

unless we determine either that the period is unreason-
ably short, or that a “controlling statute” prevents the
limitations 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 internal
review mean for “mainstream” claims to be resolved in
about one year, Tr. of Oral Arg. 22, leaving the participant
with 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 signifi-
cantly 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 discrimina-
tion actions where the limitations period commenced
before accrual. We concluded that “[i]t would hardly be
reasonable” to suppose that Congress intended to enforce
state statutes of limitations as short as 12 months where
——————
4 Heimeshoff, 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 a
backlog of 18 to 24 months, leaving claimants with little
chance of bringing a claim not barred by the State’s stat-
ute of limitations. Id., at 369–371. In the absence of any
evidence that there are similar obstacles to bringing a
timely §502(a)(1)(B) claim, we conclude that the Plan’s
limitations 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 limita-
tions for claims of breach of fiduciary duty controls this
action to recover benefits. See 29 U. S. C. §1113. Nor do
they claim that ERISA’s text or regulations contradict the
Plan’s limitations provision. Rather, they assert that the
limitations 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 to
a claimant’s failure to submit information necessary to
decide a claim.” §2560.503–1(f)(4).
Following denial, the plan must provide the participant
with “at least 180 days . . . within which to appeal the
determination.” §§2560.503–1(h)(3)(i), (h)(4). The plan
 Cite as: 571 U. S. ____ (2013) 11

Opinion of the Court

has 45 days to resolve that appeal, with one 45-day exten-
sion 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 regulations
contemplate 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 reme-
dies.” §2560.503–1(l). Upon exhaustion of the internal
review process, the participant is entitled to proceed im-
mediately 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 participants
will shortchange their own rights during that process in
order 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 evidence
during internal review, they risk forfeiting the use of that
evidence in district court. The Courts of Appeals have
generally 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 are
not likely to value judicial review of plan determinations
over internal review. Many plans (including this Plan)
12 HEIMESHOFF v. HARTFORD LIFE & ACCIDENT INS. CO.

Opinion of the Court

vest discretion over benefits determinations in plan ad-
ministrators. 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 plans
only for abuse of discretion. Metropolitan Life Ins. Co. v.
Glenn, 554 U. S. 105, 115–116 (2008). In short, partici-
pants have much to lose and little to gain by giving up the
full measure of internal review in favor of marginal extra
time to seek judicial review.
3
Heimeshoff and the United States next warn that it will
endanger judicial review to allow plans to set limitations
periods that begin to run before internal review is com-
plete. The United States suggests that administrators
may 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 regulations
governing the internal review process to take prompt
action, see supra, at 10–11, and the penalty for failure to
meet those deadlines is immediate access to judicial re-
view for the participant. 29 CFR §2560.503–1(l). In addi-
tion, that sort of dilatory behavior may implicate one of
the traditional defenses to a statute of limitations. See
infra, at 14–15.
The United States suggests that even good-faith admin-
istration of internal review will significantly diminish the
availability of judicial review if this limitations provision
is enforced. Forty years of ERISA administration sug-
gest otherwise. The limitations provision at issue is quite
common; the vast majority of States require certain insur-
ance policies to include 3-year limitations periods that run
 Cite as: 571 U. S. ____ (2013) 13

Opinion of the Court

from the date proof of loss is due.5 But there is no signifi-
cant evidence that limitations provisions like the one here
have similarly thwarted judicial review. As explained
above, see supra, at 10–11, ERISA regulations structure
internal 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 in
which §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
——————
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); Iowa
Code §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) (Lexis
2010); 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) (Lexis
2008); 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 (Lexis
2007); 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).
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 falls
on 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 . . . limita-
tions period works no unfairness here”); see also Rice, 578
F. 3d, at 457 (the participant “has not established that he
has been diligently pursuing his rights” and “has given no
reason for his late filing”); Burke, 572 F. 3d, at 81 (follow-
ing exhaustion, “two years and five months of the limita-
tions 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 re-
view, 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 partici-
pant has diligently pursued both internal review and
judicial review but was prevented from filing suit by ex-
 Cite as: 571 U. S. ____ (2013) 15

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 private
litigants are customarily subject to ‘equitable tolling’ ”).6
Finally, in addition to those traditional remedies, plans
that offer 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). 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 of
course during internal review. By effectively delaying the
commencement of the limitations period until the conclu-
sion of internal review, however, this approach reconsti-
tutes the contractual revision we declined to make. As we
explained, the parties’ agreement should be enforced
unless the limitations period is unreasonably short or
foreclosed by ERISA. The limitations period here is nei-
ther. See supra, at 9–10, 11–14, and this page.
Nor do the ERISA regulations require tolling during
internal review. A plan must agree to toll the limitations
provision only in one particular circumstance: when a plan
offers voluntary internal appeals beyond what is permit-
ted by regulation. §2560.503–1(c)(3)(ii). Even then, the
limitations period is tolled only during that specific por-
tion of internal review. This limited tolling requirement
would be superfluous if the regulations contemplated
tolling throughout the process.
——————
6 Whether the Court of Appeals properly declined to apply those doc-

trines in this case is not before us. 569 U. S. ___, ___ (2013); Pet. for
Cert. i.
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 in-
quire whether state law would toll the limitations period
throughout the exhaustion process. In Hardin, we inter-
preted 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 well
because “ ‘[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 coor-
dinate tolling rules” are “binding rules of law”). But here,
unlike in Hardin, the parties have adopted a limitations
period 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 enforce-
able. The judgment is, accordingly, affirmed.

It is so ordered.