The financial disclosures that Christopher M. Sulyma received more than three years before he sued the investment committee and administrators of two Intel Corp. retirement plans for alleged breach of fiduciary duty under the Employee Retirement Income Security Act of 1974 were sufficient to put him on notice of the ERISA violations, but he denied actually knowing about the alleged breaches until shortly before he sued, and the question for the U.S. Supreme Court when the defendants invoked the three-year statute of limitations set by 29 U.S.C. Sec. 1113(2) — which starts running from “the earliest date on which the plaintiff had actual knowledge of the breach or violation” — was “whether a plaintiff necessarily has ‘actual knowledge’ of the information contained in disclosures that he receives but does not read or cannot recall reading.”
Ruling for Sulyma, the Supreme Court concluded that “the phrase ‘actual knowledge’ does in fact mean what it says.” Intel Corp. v. Sulyma, No. 18-1116 (February 26, 2020).
Here are highlights of Justice Samuel A. Alito’s opinion (with light editing and omissions not noted):
Sulyma filed this suit on behalf of a putative class in October 2015, alleging primarily that the committee and other plan administrators (petitioners here) had breached their fiduciary duties by overinvesting in alternative assets.
Petitioners countered that the suit was untimely under Section 1113(2). Although Sulyma filed it within six years of the alleged breaches, he filed it more than three years after petitioners had disclosed their investment decisions to him.
Retirement plans governed by ERISA must have at least one named fiduciary, who must manage the plan prudently and solely in the interests of participants and their beneficiaries.
Fiduciaries who breach these duties are personally liable to the plan for any resulting losses. ERISA authorizes participants and their beneficiaries, as well as co-fiduciaries and the Secretary of Labor, to sue for that relief.
Such suits must be filed within one of three time periods, each with different triggering events. The first begins when the breach occurs. Specifically, under Section 1113(1), suit must be filed within six years of “the date of the last action which constituted a part of the breach or violation” or, in cases of breach by omission, “the latest date on which the fiduciary could have cured the breach or violation.”
Section 1113(1) is a statute of repose, which effects a legislative judgment that a defendant should be free from liability after the legislatively determined period of time..
The second period, which accelerates the filing deadline, begins when the plaintiff gains “actual knowledge” of the breach. Under Section 1113(2), suit must be filed within three years of “the earliest date on which the plaintiff had actual knowledge of the breach or violation.” Section 1113(2) is a statute of limitations, which “encourages plaintiffs to pursue diligent prosecution of known claims.
The third period, which applies in the case of fraud or concealment, begins when the plaintiff discovers the alleged breach. In such cases, suit must be filed within six years of “the date of discovery.”
The district court granted summary judgment to petitioners under Section 1113(2), reasoning that “it would be improper to allow Sulyma’s claims to survive merely because he did not look further into the disclosures made to him.”
The 9th U.S. Circuit Court of Appeals reversed. As relevant here, the court construed “actual knowledge” to mean “what it says: knowledge that is actual, not merely a possible inference from ambiguous circumstances.” 909 F. 3d 1069 (2018).
Although Sulyma “had sufficient information available to him to know about the allegedly imprudent investments” more than three years before filing suit, the court held that his testimony created a dispute as to when he actually gained that knowledge.
Several circuits have likewise construed Section 1113(2) to require “knowledge that is actual,” but one has construed it to require only proof of sufficient disclosure. We granted certiorari to resolve whether the phrase “actual knowledge” does in fact mean “what it says,” and hold that it does.
“We must enforce plain and unambiguous statutory language” in ERISA, as in any statute, “according to its terms.” Hardt v. Reliance Standard Life Ins. Co., 560 U.S. 242 (2010). Although ERISA does not define the phrase “actual knowledge,” its meaning is plain.
Dictionaries are hardly necessary to confirm the point, but they do. When Congress passed ERISA, the word “actual” meant what it means today: “existing in fact or reality.” Webster’s Seventh New Collegiate Dictionary 10 (1967). So did the word “knowledge,” which meant and still means “the fact or condition of being aware of something.” Webster’s Seventh New Collegiate Dictionary 469 (1967). Thus, to have “actual knowledge” of a piece of information, one must in fact be aware of it.
Legal dictionaries give “actual knowledge” the same meaning: “real knowledge as distinguished from presumed knowledge or knowledge imputed to one.” Ballentine’s Law Dictionary 24 (3d ed. 1969). The qualifier “actual” creates that distinction.
In everyday speech, “actual knowledge” might seem redundant; one who claims “knowledge” of a topic likely means to suggest that he actually knows a thing or two about it. But the law will sometimes impute knowledge — often called “constructive” knowledge — to a person who fails to learn something that a reasonably diligent person would have learned.
Similarly, we held in Merck v. Reynolds, 559 U.S. 633 (2010), that the word “discovery,” when used in a statute of limitations without qualification, “encompasses not only those facts the plaintiff actually knew, but also those facts a reasonably diligent plaintiff would have known.”
The addition of “actual” in Section 1113(2) signals that the plaintiff’s knowledge must be more than “potential, possible, virtual, conceivable, theoretical, hypothetical, or nominal.” Black’s Law Dictionary 53 (4th ed. 1951). Indeed, in Merck, we cited Section 1113(2) as evidence of the “linguistic distinction” between “actual knowledge” and the “hypothetical” knowledge that a reasonably diligent plaintiff would have.
Congress has drawn the same distinction elsewhere in ERISA. Multiple provisions contain alternate six-year and three-year limitations periods, with the six-year period beginning at “the date on which the cause of action arose” and the three-year period starting at “the earliest date on which the plaintiff acquired or should have acquired actual knowledge of the existence of such cause of action.” Secs. 1303(e)(6), (f)(5).
ERISA also requires plaintiffs challenging the suspension of benefits under Section 1085 to do so within “one year after the earliest date on which the plaintiff acquired or should have acquired actual knowledge of the existence of such cause of action.” Sec. 1085(e)(9)(I)(iv).
Thus, Congress has repeatedly drawn a “linguistic distinction” between what an ERISA plaintiff actually knows and what he should actually know. Merck, 559 U.S., at 647. And when Congress has included both forms of knowledge in a provision limiting ERISA actions, it has done so explicitly.
We cannot assume that it meant to do so by implication in Section 1113(2). Instead we “generally presume that Congress acts intentionally and purposely when it includes particular language in one section of a statute but omits it in another.” BFP v. Resolution Trust Corp., 511 U.S. 531.
Petitioners dispute the characterization of anything less than actual knowledge as constructive knowledge, arguing that the latter term usually refers to information that a plaintiff must seek out rather than information that is sent to him.
But if a plaintiff is not aware of a fact, he does not have “actual knowledge” of that fact however close at hand the fact might be. And Congress has never added to Section 1113(2) the language it has used in other ERISA limitations provisions to encompass both what a plaintiff actually knows and what he reasonably could know.
As presently written, therefore, Section 1113(2) requires more than evidence of disclosure alone. That all relevant information was disclosed to the plaintiff is no doubt relevant in judging whether he gained knowledge of that information. To meet Section 1113(2)’s “actual knowledge” requirement, however, the plaintiff must in fact have become aware of that information.
Nothing in this opinion forecloses any of the “usual ways” to prove actual knowledge at any stage in the litigation. Farmer v. Brennan, 511 U.S. 825 (1994). Plaintiffs who recall reading particular disclosures will of course be bound by oath to say so in their depositions. On top of that, actual knowledge can be proved through “inference from circumstantial evidence.” Ibid.; see also Staples v. U.S., 511 U.S. 600 (1994) (“Knowledge can be inferred from circumstantial evidence”).
Evidence of disclosure would no doubt be relevant, as would electronic records showing that a plaintiff viewed the relevant disclosures and evidence suggesting that the plaintiff took action in response to the information contained in them. And though, “at the summary judgment stage, facts must be viewed in the light most favorable to the nonmoving party,” that is true “only if there is a ‘genuine’ dispute as to those facts.” Scott v. Harris, 550 US. 372 (2007) (quoting Fed. Rule Civ. Proc. 56(c)).
If a plaintiff’s denial of knowledge is “blatantly contradicted by the record, a court should not adopt that version of the facts for purposes of ruling on a motion for summary judgment.” 550 U.S. at 380.
Today’s opinion also does not preclude defendants from contending that evidence of “willful blindness” supports a finding of “actual knowledge.” Cf. Global-Tech Appliances v. SEB S.A., 563 U.S. 754 (2011).
In the case before us, however, petitioners do not argue that “actual knowledge” is established in any of these ways, only that they need not offer any such proof. And that is incorrect.