Intel Corp. Investment Policy Comm. v. Sulyma

(Slip Opinion) OCTOBER TERM, 2019 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

INTEL CORPORATION INVESTMENT POLICY

COMMITTEE ET AL. v. SULYMA

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR

THE NINTH CIRCUIT

No. 18–1116. Argued December 4, 2019—Decided February 26, 2020

The Employee Retirement Income Security Act of 1974 (ERISA) requires

plaintiffs with “actual knowledge” of an alleged fiduciary breach to file

suit within three years of gaining that knowledge, 29 U. S. C. §1113(2),

rather than within the 6-year period that would otherwise apply. Re-

spondent Sulyma worked at Intel Corporation from 2010 to 2012 and

participated in two Intel retirement plans. In October 2015, he sued

petitioners—administrators of those plans—alleging that they had

managed the plans imprudently. Petitioners countered that the suit

was untimely under §1113(2) because Sulyma filed it more than three

years after they had disclosed their investment decisions to him. Al-

though Sulyma had visited the website that hosted many of these dis-

closures many times, he testified that he did not remember reviewing

the relevant disclosures and that he had been unaware of the allegedly

imprudent investments while working at Intel. The District Court

granted summary judgment to petitioners under §1113(2). The Ninth

Circuit reversed. That court agreed with petitioners that Sulyma

could have known about the investments from the disclosures, but held

that his testimony created a dispute as to when he gained “actual

knowledge” for purposes of §1113(2).

Held: A plaintiff does not necessarily have “actual knowledge” under

§1113(2) of the information contained in disclosures that he receives

but does not read or cannot recall reading. To meet §1113(2)’s “actual

knowledge” requirement, the plaintiff must in fact have become aware

of that information. Pp. 5–12.

(a) ERISA’s “plain and unambiguous statutory language” must be

enforced “according to its terms.” Hardt v. Reliance Standard Life Ins.

Co., 560 U. S. 242, 251. Although ERISA does not define the phrase

2 INTEL CORP. INVESTMENT POLICY COMM. v. SULYMA

Syllabus

“actual knowledge,” its meaning is plain. Dictionaries confirm that, to

have “actual knowledge” of a piece of information, one must in fact be

aware of it. Legal dictionaries give “actual knowledge” the same mean-

ing. The law will sometimes impute knowledge—often called “con-

structive” knowledge—to a person who fails to learn something that a

reasonably diligent person would have learned. The addition of “ac-

tual” in §1113(2) signals that the plaintiff’s knowledge must be more

than hypothetical. Congress has repeatedly drawn the same “linguis-

tic distinction,” Merck & Co. v. Reynolds, 559 U. S. 633, 647, elsewhere

in ERISA. When Congress has included both actual and constructive

knowledge in ERISA limitations provisions, Congress has done so ex-

plicitly. But Congress has never added to §1113(2) the language it has

used in those other provisions to encompass both forms of knowledge.

Pp. 5–8.

(b) Petitioners’ arguments for a broader reading of §1113(2) based

on text, context, purpose, and statutory history all founder on Con-

gress’s choice of the word “actual.” Petitioners may well be correct that

heeding the plain meaning of §1113(2) substantially diminishes the

protection that it provides for ERISA fiduciaries. But if policy consid-

erations suggest that the current scheme should be altered, Congress

must be the one to do it. Pp. 8–11.

(c) This opinion does not foreclose any of the “usual ways” to prove ac-

tual knowledge at any stage in the litigation. Farmer v. Brennan, 511

U. S. 825, 842. Plaintiffs who recall reading particular disclosures will

be bound by oath to say so in their depositions. Actual knowledge can

also be proved through “inference from circumstantial evidence.” Ibid.

And this opinion does not preclude defendants from contending that

evidence of “willful blindness” supports a finding of “actual

knowledge.” Cf. Global-Tech Appliances, Inc. v. SEB S. A., 563 U. S.

754, 769. Pp. 11–12.

909 F. 3d 1069, affirmed.

ALITO, J., delivered the opinion for a unanimous Court.

Cite as: 589 U. S. ____ (2020) 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. 18–1116

_________________

INTEL CORPORATION INVESTMENT POLICY

COMMITTEE, ET AL., PETITIONERS v.

CHRISTOPHER M. SULYMA

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF

APPEALS FOR THE NINTH CIRCUIT

[February 26, 2020]

JUSTICE ALITO delivered the opinion of the Court.

The Employee Retirement Income Security Act of 1974

(ERISA) requires plaintiffs with “actual knowledge” of an

alleged fiduciary breach to file suit within three years of

gaining that knowledge rather than within the 6-year pe-

riod that would otherwise apply. §413(a)(2)(A), 88 Stat.

889, as amended, 29 U. S. C. §1113. The question here is

whether a plaintiff necessarily has “actual knowledge” of

the information contained in disclosures that he receives

but does not read or cannot recall reading. We hold that he

does not and therefore affirm.

I

A

Retirement plans governed by ERISA must have at least

one named fiduciary, §1102(a)(1), who must manage the

plan prudently and solely in the interests of participants

and their beneficiaries, §1104(a). Fiduciaries who breach

these duties are personally liable to the plan for any result-

ing losses. §1109(a). ERISA authorizes participants and

2 INTEL CORP. INVESTMENT POLICY COMM. v. SULYMA

Opinion of the Court

their beneficiaries, as well as co-fiduciaries and the Secre-

tary of Labor, to sue for that relief. §1132(a)(2).

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 §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.” We have referred

to §1113(1) as a statute of repose, which “effect[s] a legisla-

tive judgment that a defendant should be free from liability

after the legislatively determined period of time.” Califor-

nia Public Employees’ Retirement System v. ANZ Securities,

Inc., 582 U. S. ___, ___ (2017) (slip op., at 5) (internal quo-

tation marks omitted).

The second period, which accelerates the filing deadline,

begins when the plaintiff gains “actual knowledge” of the

breach. Under §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 “encourage[s] plaintiffs to pur-

sue diligent prosecution of known claims.” Id., at ___ (slip

op., at 5) (internal quotation marks omitted).

The third period, which applies “in the case of fraud or

concealment,” begins when the plaintiff discovers the al-

leged breach. §1113. In such cases, suit must be filed

within six years of “the date of discovery.” Ibid.

B

Respondent Sulyma worked at Intel Corporation from

2010 to 2012. He participated in two Intel retirement

plans, the Intel Retirement Contribution Plan and the Intel

401(k) Savings Plan. Payments into these plans were in

Cite as: 589 U. S. ____ (2020) 3

Opinion of the Court

turn invested in two funds managed by the Intel Invest-

ment Policy Committee.1 These funds mostly comprised

stocks and bonds. After the stock market decline in 2008,

however, the committee increased the funds’ shares of al-

ternative assets, such as hedge funds, private equity, and

commodities. These assets carried relatively high fees.

And as the stock market rebounded, Sulyma’s funds lagged

behind others such as index funds.

Sulyma filed this suit on behalf of a putative class in Oc-

tober 2015, alleging primarily that the committee and other

plan administrators (petitioners here) had breached their

fiduciary duties by overinvesting in alternative assets. Pe-

titioners countered that the suit was untimely under

§1113(2). Although Sulyma filed it within six years of the

alleged breaches, he filed it more than three years after pe-

titioners had disclosed their investment decisions to him.

ERISA and its implementing regulations mandate vari-

ous disclosures to plan participants. See generally 29

U. S. C. §§1021–1031; see also Gobeille v. Liberty Mut. Ins.

Co., 577 U. S. ___, ___–___ (2016). Sulyma received numer-

ous disclosures while working at Intel, some explaining the

extent to which his retirement plans were invested in alter-

native assets. In November 2011, for example, he received

an e-mail informing him that a Qualified Default Invest-

ment Alternative (QDIA) notice was available on a website

called NetBenefits, where many of his disclosures were

hosted. See App. 149–151; see also 29 CFR §§2550.404c–

5(b)–(d) (2019) (QDIA notices); §2520.104b–1(c) (regulating

electronic disclosure). This notice broke down the percent-

ages at which his 401(k) fund was invested in stocks, bonds,

hedge funds, and commodities. See App. 236. In 2012, he

received a summary plan description explaining that the

——————

1 Specifically the Intel Global Diversified Fund, in which his retirement

contribution plan was automatically invested, and the Intel Target Date

2045 Fund, which he chose for his 401(k) plan.

4 INTEL CORP. INVESTMENT POLICY COMM. v. SULYMA

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funds were invested in stocks and alternative assets, id., at

227, and referring him to other documents—called fund fact

sheets—with the percentages in graphical form. See 29

U. S. C. §§1022, 1024(b) (summary plan descriptions); see

also App. 307 (June 2012 fact sheet for his 401(k) plan

fund); id., at 338 (June 2012 fact sheet for his retirement

contribution plan fund); id., at 277–340 (other fact sheets

provided during his tenure at Intel). Also in 2012, he re-

ceived e-mails directing him to annual disclosures that pe-

titioners provided for both his plans, which showed the un-

derlying funds’ return rates and again directed him to the

NetBenefits site for further information. See 29 CFR

§2550.404a–5; see also App. 242–243 (retirement contribu-

tion plan annual disclosure); id., at 250–251 (401(k) plan

annual disclosure).

Petitioners submitted records showing that Sulyma vis-

ited the NetBenefits site repeatedly during his employ-

ment. Id., at 258–276. But he testified in his deposition

that he did not “remember reviewing” the above disclosures

during his tenure. Id., at 175; see also id., at 183, 193, 196–

197. He also stated in a declaration that he was “unaware”

while working at Intel “that the monies that [he] had in-

vested through the Intel retirement plans had been in-

vested in hedge funds or private equity.” Id., at 212. He

recalled reviewing only account statements sent to him by

mail, which directed him to the NetBenefits site and noted

that his plans were invested in “short-term/other” assets

but did not specify which. See, e.g., id., at 375.

The District Court granted summary judgment to peti-

tioners under §1113(2), reasoning that “[i]t would be im-

proper to allow Sulyma’s claims to survive merely because

he did not look further into the disclosures made to him.”

2017 WL 1217185, *9 (ND Cal., Mar. 31, 2017). The Ninth

Cite as: 589 U. S. ____ (2020) 5

Opinion of the Court

Circuit reversed. As relevant here,2 the court construed “ac-

tual knowledge” to mean “what it says: knowledge that is

actual, not merely a possible inference from ambiguous cir-

cumstances.” 909 F. 3d 1069, 1076 (2018) (internal quota-

tion marks omitted). Although Sulyma “had sufficient in-

formation 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. Id., at 1077.

Several Circuits have likewise construed §1113(2) to re-

quire “knowledge that is actual,” id., at 1076, but one has

construed it to require only proof of sufficient disclosure.3

We granted certiorari, 587 U. S. ___ (2019), to resolve

whether the phrase “actual knowledge” does in fact mean

“what it says,” 909 F. 3d, at 1076, and hold that it does.

II

A

“We must enforce plain and unambiguous statutory lan-

guage” in ERISA, as in any statute, “according to its terms.”

Hardt v. Reliance Standard Life Ins. Co., 560 U. S. 242, 251

(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

——————

2 The court also addressed the separate question of what exactly a

plaintiff must actually know about a defendant’s conduct and the rele-

vant law in order for §1113(2) to apply. That question is not before us

and we do not address it.

3 Compare Caputo v. Pfizer, Inc., 267 F. 3d 181, 194 (CA2 2001); Reich

v. Lancaster, 55 F. 3d 1034, 1056–1057 (CA5 1995); Gluck v. Unisys

Corp., 960 F. 2d 1168, 1176 (CA3 1992); Radiology Center, S. C., v. Stifel,

Nicolaus & Co., 919 F. 2d 1216, 1222 (CA7 1990); Brock v. Nellis, 809

F. 2d 753, 754–755 (CA11 1987), with Brown v. Owens Corning Invest-

ment Review Comm., 622 F. 3d 564, 571 (CA6 2010) (“Actual knowledge

does not require proof that the individual Plaintiffs actually saw or read

the documents that disclosed the allegedly harmful investments” (inter-

nal quotation marks omitted)).

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passed ERISA, the word “actual” meant what it means to-

day: “existing in fact or reality.” Webster’s Seventh New

Collegiate Dictionary 10 (1967); accord, Merriam-Webster’s

Collegiate Dictionary 13 (11th ed. 2005) (same); see also

American Heritage Dictionary 14 (1973) (“In existence;

real; factual”); id., at 18 (5th ed. 2011) (“Existing in reality

and not potential, possible, simulated, or false”). 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); accord, Merriam-

Webster’s Collegiate Dictionary 691 (2005) (same); see also

American Heritage Dictionary 725 (1973) (“Familiarity,

awareness, or understanding gained through experience or

study”); id., at 973 (2011) (same). 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: “[r]eal knowledge as distinguished from pre-

sumed knowledge or knowledge imputed to one.” Ballen-

tine’s Law Dictionary 24 (3d ed. 1969); accord, Black’s Law

Dictionary 1043 (11th ed. 2019) (defining “actual

knowledge” as “[d]irect and clear knowledge, as distin-

guished from constructive knowledge”).4 The qualifier “ac-

tual” creates that distinction. In everyday speech, “actual

knowledge” might seem redundant; one who claims

——————

4 Petitioners cite this dictionary’s somewhat puzzling second definition

of “actual knowledge,” which it dubs “implied actual knowledge”:

“[k]nowledge of information that would lead a reasonable person to in-

quire further.” Black’s Law Dictionary 1043 (11th ed. 2019). Not even

this entry, however, appears to equate “implied actual knowledge” with

“actual knowledge” as normally understood. It instead proceeds to ref-

erence the common-law “discovery rule,” ibid., under which a limitations

period begins when “the plaintiff discovers (or reasonably should have

discovered) the injury giving rise to the claim,” id., at 585 (emphasis

added); see also Merck & Co. v. Reynolds, 559 U. S. 633, 646 (2010). As

we noted in Merck, that rule is broader than “actual knowledge.” Id.,

at 647.

Cite as: 589 U. S. ____ (2020) 7

Opinion of the Court

“knowledge” of a topic likely means to suggest that he actu-

ally knows a thing or two about it. But the law will some-

times impute knowledge—often called “constructive”

knowledge—to a person who fails to learn something that a

reasonably diligent person would have learned. See id., at

1043. Similarly, we held in Merck & Co. 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.” Id., at 648. The addition of “actual” in §1113(2)

signals that the plaintiff ’s knowledge must be more than

“potential, possible, virtual, conceivable, theoretical, hypo-

thetical, or nominal.” Black’s Law Dictionary 53 (4th ed.

1951). Indeed, in Merck, we cited §1113(2) as evidence of

the “linguistic distinction” between “ ‘actual knowledge’ ”

and the “hypothetical” knowledge that a reasonably diligent

plaintiff would have. 559 U. S., at 646–647 (quoting

§1113(2); emphasis in original).

Congress has drawn the same distinction elsewhere in

ERISA. Multiple provisions contain alternate 6-year and 3-

year limitations periods, with the 6-year period beginning

at “the date on which the cause of action arose” and the 3-

year period starting at “the earliest date on which the plain-

tiff acquired or should have acquired actual knowledge of

the existence of such cause of action.” §§1303(e)(6), (f )(5)

(emphasis added); accord, §§1370(f )(1)–(2), 1451(f )(1)–(2).

ERISA also requires plaintiffs challenging the suspension

of benefits under §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.” §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

8 INTEL CORP. INVESTMENT POLICY COMM. v. SULYMA

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both forms of knowledge in a provision limiting ERISA ac-

tions, it has done so explicitly. We cannot assume that it

meant to do so by implication in §1113(2). Instead we “gen-

erally presum[e] that Congress acts intentionally and pur-

posely when it includes particular language in one section

of a statute but omits it in another.” BFP v. Resolution

Trust Corporation, 511 U. S. 531, 537 (1994) (internal quo-

tation marks omitted).

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. §1113(2). And Congress has never added

to §1113(2) the language it has used in other ERISA limita-

tions provisions to encompass both what a plaintiff actually

knows and what he reasonably could know.

As presently written, therefore, §1113(2) requires more

than evidence of disclosure alone. That all relevant infor-

mation was disclosed to the plaintiff is no doubt relevant in

judging whether he gained knowledge of that information.

See Part III, infra. To meet §1113(2)’s “actual knowledge”

requirement, however, the plaintiff must in fact have be-

come aware of that information.

B

Petitioners offer arguments for a broader reading of

§1113(2) based on text, context, purpose, and statutory his-

tory. All founder on Congress’s choice of the word “actual.”

As for text, petitioners do not dispute the normal defini-

tions of “actual,” “knowledge,” or “actual knowledge.” They

focus instead on the least conspicuous part of the phrase

“had actual knowledge”: the word “had.” §1113(2). Once a

plaintiff receives a disclosure, they argue, he “ha[s]” the

knowledge that §1113(2) requires because he effectively

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Opinion of the Court

holds it in his hand. Ibid. In other words, he has the req-

uisite knowledge because he could acquire it with reason-

able effort. That turns §1113(2) into what it is plainly not:

a constructive-knowledge requirement.

Petitioners’ contextual argument fails for the same rea-

son. As they point out, ERISA’s disclosure regime is meant

to “ensur[e] that ‘the individual participant knows exactly

where he stands with respect to the plan.’ ” Firestone Tire

& Rubber Co. v. Bruch, 489 U. S. 101, 118 (1989) (quoting

H. R. Rep. No. 93–533, p. 11 (1973)). This is the reason for

ERISA’s requirements that disclosures be written for a lay

audience. See, e.g., 29 U. S. C. §1022(a). Once plan admin-

istrators satisfy their obligations to impart knowledge, pe-

titioners say, §1113(2)’s knowledge requirement is satisfied

too. But that is simply not what §1113(2) says. Unlike

other ERISA limitations periods—which also form

§1113(2)’s context—§1113(2) begins only when a plaintiff

actually is aware of the relevant facts, not when he should

be. And a given plaintiff will not necessarily be aware of all

facts disclosed to him; even a reasonably diligent plaintiff

would not know those facts immediately upon receiving the

disclosure. Although “the words of a statute must be read

in their context,” Davis v. Michigan Dept. of Treasury, 489

U. S. 803, 809 (1989), petitioners’ argument again gives the

word “actual” little meaning at all.

Petitioners also argue that §1113(2)’s plain meaning un-

dermines its purpose of protecting plan administrators

from suits over bygone investment decisions. If a plan par-

ticipant can simply deny knowledge, they say, administra-

tors will rarely get the benefit of §1113(2). But even if this

is true, as it may well be, we cannot say that heeding the

clear meaning of the word “actual” renders the statute so

“ ‘[in]coherent’ ” that it must be disregarded. Kingdomware

Technologies, Inc. v. United States, 579 U. S. ___, ___ (2016)

(slip op., at 8).

For one thing, plan participants are not the only potential

10 INTEL CORP. INVESTMENT POLICY COMM. v. SULYMA

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plaintiffs subject to §1113. The Secretary of Labor, for ex-

ample, may also sue imprudent fiduciaries for the benefit of

plan participants. See §1132(a)(2). And the United States

represents that the Secretary will have a hard time doing

so within §1113(2)’s timeframe if deemed to have actual

knowledge of the facts contained in the many reports that

the Department receives from ERISA plans each year. See

Brief for United States as Amicus Curiae 27–28. Moreover,

the statute’s repose period will still protect defendants from

suits filed more than six years after the alleged breach. See

§1113(1).

Petitioners may well be correct that heeding the plain

meaning of §1113(2) substantially diminishes the protec-

tion that it provides for ERISA fiduciaries, but by the same

token, petitioners’ interpretation would greatly reduce

§1113(1)’s value for beneficiaries, given the disclosure re-

gime that petitioners themselves emphasize. Choosing be-

tween these alternatives is a task for Congress, and we

must assume that the language of §1113(2) reflects Con-

gress’s choice. If policy considerations suggest that the cur-

rent scheme should be altered, Congress must be the one to

do it. See, e.g., Azar v. Allina Health Services, 587 U. S. ___,

___ (2019).

Finally, petitioners argue that the plain meaning of “ac-

tual knowledge” renders an earlier version of §1113(2) inco-

herent. As originally enacted, the §1113(2) limitations pe-

riod began either when the plaintiff gained actual

knowledge of the alleged breach or when “a report from

which [the plaintiff] could reasonably be expected to have

obtained knowledge . . . was filed with” the Secretary of La-

bor. 29 U. S. C. §1113(2) (1976 ed.). That latter, construc-

tive-knowledge clause was later repealed. See Omnibus

Budget Reconciliation Act of 1987, §9342(b), 101 Stat.

1330–371. According to petitioners, if “actual knowledge”

means what it says, then the original version of §1113(2)

charged plan participants with learning what was sent to

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Opinion of the Court

the Secretary but not what was sent to them.

The version at issue here, however, is the current one—

from which Congress removed any mention of constructive

knowledge. “When Congress acts to amend a statute, we

presume it intends its amendment to have real and sub-

stantial effect.” Intel Corp. v. Advanced Micro Devices, Inc.,

542 U. S. 241, 258–259 (2004) (internal quotation marks

omitted). Section 1113(2)’s history thus more readily sug-

gests that the current version does in fact require actual

knowledge.

III

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, 842 (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. United

States, 511 U. S. 600, 615–616, n. 11 (1994) (“[K]nowledge

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 disclo-

sures and evidence suggesting that the plaintiff took action

in response to the information contained in them. And

though, “[a]t 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 U. S. 372, 380 (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

12 INTEL CORP. INVESTMENT POLICY COMM. v. SULYMA

Opinion of the Court

finding of “actual knowledge.” Cf. Global-Tech Appliances,

Inc. v. SEB S. A., 563 U. S. 754, 769 (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.

* * *

For these reasons, we affirm.

It is so ordered.