In the
United States Court of Appeals
For the Seventh Circuit
____________
No. 01-3143
METROPOLITAN LIFE INSURANCE COMPANY,
Plaintiff,
v.
MILDRED JOHNSON,
Defendant-Appellant,
v.
LASHANDA SMITH, LEONARD SMITH
AND CAROLYN HALL,
Defendants-Appellees.
____________
Appeal from the United States District Court
for the Northern District of Illinois, Eastern Division.
No. 00 C 2138—Joan Lefkow, Judge.
____________
ARGUED APRIL 2, 2002—DECIDED JULY 17, 2002
____________
Before POSNER, MANION, and KANNE, Circuit Judges.
MANION, Circuit Judge. Metropolitan Life Insurance
Company (“MetLife”) filed an interpleader action, request-
ing the district court to designate the proper beneficiary of
Jimmie Johnson’s life insurance policy. The district court
ruled in favor of LaShanda Smith, Leonard Smith and
Carolyn Hall, and the insured’s former wife, Mildred John-
son, appeals. We affirm.
2 No. 01-3143
I.
Jimmie Johnson was an employee of General Electric
(“GE”) from 1968 until his death on February 15, 1999. Dur-
ing his employment, he was a participant in the GE Life,
Disability and Medical Plan (the “Plan”), an employee wel-
fare benefit plan governed by the Employee Retirement
Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et
seq. GE funded the Plan through an insurance policy issued
by MetLife. Johnson had $104,902.00 in life insurance as
of the date of his death. The Plan provides that the life
insurance benefits will be paid to the beneficiary designated
by the insured.
On October 8, 1968, Johnson designated his then-wife
Mildred Johnson as sole beneficiary of the Plan. Several
years later, Jimmie and Mildred divorced. On approxi-
mately December 27, 1996, Johnson completed a beneficiary
designation form, naming LaShanda Smith, Leonard Smith
and Carolyn Hall (jointly referred to as “SS&H”) as co-bene-
1
ficiaries. The 1996 form contained a number of errors. First,
Johnson checked the box for “GE S&SP Life Insurance Plan.”
However, he was never enrolled in that plan; rather, he
should have checked the box for “GE Life or GE Leadership
Life Insurance Plan.” Also, Johnson listed his mother’s ad-
dress instead of his own. Finally, he indicated on the form
1
According to the 1996 designation form, LaShanda Smith and
Leonard Smith are Johnson’s children, and Carolyn Hall is his
friend. LaShanda and Leonard are not Mildred’s children, but
were born while Jimmie was still married to Mildred. She
claimed that she did not know of their existence until notified of
their claim on the life insurance proceeds. SS&H disputed this,
but this dispute is immaterial for purposes of this appeal. The
record reveals that Jimmie had at least one other child, Jimmie
Johnson, Jr., his son by Mildred, born in 1965.
No. 01-3143 3
that he was “separated” from his wife, Mildred, rather than
divorced.
When Johnson died on February 15, 1999, GE informed
Mildred that she was the beneficiary of his life insurance
policy, and she filed a beneficiary claim. Subsequently, on
March 1, 1999, LaShanda Smith sent GE a letter stating
that she was aware that her father had made her “the only
primary beneficiary to receive his life insurance benefits”
and inquiring how to receive those proceeds. In her letter,
she stated that, in late 1996, she and her brother had signed
a change of beneficiary form, and that, in January 1997, her
father had received confirmation of the change of benefi-
ciary. MetLife claimed to have no record of the change of
beneficiary designation and requested LaShanda to provide
documentation of the change. She provided a copy of the
1996 form and a copy of a letter sent to Jimmie Johnson from
the General Electric Enrollment Center dated January 1,
1997. In this letter, GE confirms receipt of Johnson’s com-
pleted beneficiary designation form. However, the letter
did not refer to a particular plan, nor did it indicate the
2
identity of the newly designated beneficiaries.
In response to the multiple claims to the proceeds of
Johnson’s life insurance policy, MetLife filed an interplead-
er action, requesting the court to determine who was prop-
2
The confirmation letter provides, in its entirety: “This letter
confirms receipt of your completed beneficiary designation form.
The beneficiaries designated on this form will replace any ben-
eficiaries you may have previously named. Please remember that
if in the future you enroll in a plan requiring a beneficiary des-
ignation, or if you want to change your beneficiaries, you must
submit another form at that time. If you have any questions
please call the GE Enrollment Center at 1-800-252-5259.”
4 No. 01-3143
3
erly entitled to the proceeds. After Mildred Johnson and
Carolyn Hall filed answers, all parties moved for summary
judgment, agreeing that the sole issue was whether John-
son had executed a valid change of beneficiary form in
1996. The court denied Mildred’s motion and granted sum-
mary judgment to SS&H, concluding that the 1996 form
evidenced Jimmie Johnson’s intent to change his beneficiary
from Mildred to SS&H and that he substantially complied
with the requirements of the Plan in doing so. Mildred John-
son appeals.
II.
A. Standard of Review
“We conduct de novo review of a district court’s decision
involving cross-motions for summary judgment.” Ozlowski
v. Henderson, 237 F.3d 837, 839 (7th Cir. 2001) (quoting
Hendricks-Robinson v. Excel Corp., 154 F.3d 685, 692 (7th Cir.
1998)). Summary judgment is proper when the “pleadings,
depositions, answers to interrogatories, and admissions on
file, together with the affidavits, if any, show that there is no
genuine issue as to any material fact and that the moving
party is entitled to a judgment as a matter of law.” Fed. R.
Civ. P. 56(c). “With cross-motions, our review of the record
requires that we construe all inferences in favor of the party
against whom the motion under consideration is made.”
Hendricks-Robinson, 154 F.3d at 692. Accordingly, we review
3
On January 9, 2001, the district court granted MetLife leave to
deposit $114,552.97 (the amount of the policy plus interest) with
the Registry of the United States District Court for the Northern
District of Illinois, granted MetLife’s motion for entry of a final
decree of interpleader and dismissed MetLife from the action
with prejudice.
No. 01-3143 5
the record in the light most favorable to Mildred Johnson,
viewing all of the facts, and drawing all reasonable infer-
ences from those facts, in her favor and reversing if we find
a genuine issue concerning any fact that might affect the
outcome of the case. Id. However, the mere existence of an
alleged factual dispute is not sufficient to defeat a summary
judgment motion. Vukadinovich v. Board of Sch. Tr. of North
Newton Sch. Corp., 278 F.3d 693, 699 (7th Cir. 2002).
While we must construe the facts in favor of Mildred, that,
however, does not diminish her responsibility to present
those facts in the manner dictated by local court rules. The
Local Rules of the Northern District of Illinois require a
moving party to submit, with its summary judgment mo-
tion, “a statement of material facts as to which the moving
party contends there is no genuine issue and that entitle the
moving party to a judgment as a matter of law.” N.D. Ill.
Local R. 56.1(a)(3). This statement “shall consist of short,
numbered paragraphs, including within each paragraph
specific references to the affidavits, parts of the record, and
other supporting materials relied upon to support the facts
set forth in that paragraph.” Id. at 56.1(a). The opposing
party must also submit a statement responding to each
numbered paragraph of the moving party’s statement, like-
wise supporting any disagreement with references to the
record. Id. at 56.1(b)(3)(A). All supported facts set forth in
a moving party’s Rule 56.1 statement “will be deemed
admitted unless controverted by” the opposing party. Id.
at 56.1(a).
In this case, Mildred failed to follow the procedures set
forth by Local Rule 56.1. Mildred filed her summary judg-
ment motion without the required statement, although her
motion did include a section entitled “Facts.” This sec-
tion was not delineated into separate numbered paragraphs.
She later filed an “Amended Statement of Material Facts,”
6 No. 01-3143
which is structured in separately numbered paragraphs, but
many paragraphs lack any reference to relevant portions
of the record. However, SS&H fared no better. They did
not file a statement with their motion for summary judg-
ment, and in responding to Johnson’s statement, they, in
many cases, also failed to make references to the record. But
then, Mildred never responded to SS&H’s statement. The
district court, faced with this hodge-podge of factual and
often unsupported assertions, accepted those facts that
both parties admitted were uncontroverted. The court also
deemed admitted any facts supported with citations to
the record set forth in Mildred’s statement, where SS&H
stated they had insufficient knowledge to admit or deny the
facts. The court then disregarded the statements set forth
in SS&H’s statement unless admitted by Mildred. This re-
sulted in a version of the facts that is perhaps not as fa-
vorable to Mildred as it could have been had she followed
the local rules. But, we have emphasized the importance of
local rules and “have consistently and repeatedly upheld a
district court’s discretion to require strict compliance with
its local rules governing summary judgment.” Bordelon v.
Chicago Sch. Reform Bd. of Trustees, 233 F.3d 524, 527 (7th Cir.
2000) (upholding the district court’s decision to strike re-
sponse in its entirety rather than selectively due to failure to
comply with local rules).
In this case, Mildred’s failure to comply with the local
rules resulted in several significant factual assumptions. For
instance, SS&H attached GE’s 1997 letter to their summary
judgment motion and to their response to Mildred’s sum-
mary judgment motion, without properly authenticating the
document in any way. However, Mildred then referred to
the letter in her response to SS&H’s summary judgment
motion, without contesting its admissibility. Thus, the dis-
trict court properly treated the letter as an uncontested fact
even though it was not properly authenticated or contained
No. 01-3143 7
within SS&H’s Rule 56.1 statement. Additionally, and more
damaging to Mildred’s case, she did not properly contest
the 1996 change of beneficiary form. That form was initially
offered into evidence by MetLife as an exhibit to the inter-
pleader action. It was then submitted by Mildred in her mo-
tion for summary judgment and by SS&H in their own
motion for summary judgment. Not one party sought to
properly authenticate the form. While Mildred attempted to
cast doubt on the form’s validity through conclusory argu-
ments, she did not present any evidence in her own Rule
56.1 statement to challenge it nor did she object to its ad-
4
missibility. Given her failure to adequately dispute the pos-
4
For example, Mildred argued that Johnson’s signature on
the 1996 form was different from the one on the 1968 benefici-
ary designation. Mildred represented in her motion for summary
judgment, and her attorney verified at oral argument, that an
expert witness could not issue an opinion on the validity of the
1996 signature because no recent signatures could be obtained
by subpoenas issued to his mother, Clara Johnson, Murbile
Harmon (Johnson’s sister) and the Internal Revenue Service. The
attorney for SS&H stated at oral argument that no subpoenas
were served on him or his clients. The district court did not con-
sider this argument since Mildred had failed to provide compe-
tent evidence of the decedent’s signature. Mildred also argued
that the form was suspect because Johnson listed himself as
“legally separated,” although he had been divorced from Mildred
for twenty years. Like the district court, we are unsure why this
inconsistency was material. Finally, Mildred argued that the form
may not have been executed by Johnson because he listed his
mother’s address. However, the district court also ignored this
argument because Mildred failed to present any evidence of
his address in 1996. As noted, Mildred’s failure to comply with
the local rules was her downfall in this action. While we con-
strue the facts in her favor, Mildred must present us with some
facts to construe in her favor. Instead, she attempts to create a
(continued...)
8 No. 01-3143
sible factual issues surrounding the authenticity of the 1997
letter or the 1996 form, the district court properly concluded
that the factual assertions contained in those documents
were undisputed.
B. Applicable Law
1. Preemption.
Consequently, the only issue before us is whether, as a
matter of law, Johnson effectively changed his beneficiary
designation by executing the 1996 form. Under ERISA, a
“beneficiary” is “a person designated by a participant, or by
the terms of an employee benefit plan, who is or may
become entitled to a benefit thereunder.” 29 U.S.C. § 1002(8).
The terms of the Plan, in Part I (C) entitled, “Designation of
Beneficiary,” provide in relevant part:
In the event of your death from any cause, the amount
of your Life Insurance then in force will be payable to
the beneficiary designated by you. You may change
your beneficiary at any time. Any designation of benefi-
ciary or any change of beneficiary should be made in a form
acceptable to the carrier and must be filed with the records
maintained by your employee relations or personnel account-
ing office. . . . Upon receipt of written notice of change
of beneficiary by such office, the change shall relate
back and take effect as of the date you signed such
written notice, whether or not you are living at the time
of such receipt . . . . (Emphasis added.)
4
(...continued)
factual dispute by introducing doubt as to who executed the
form through conclusory assertions. As we have stated over and
over again, allegations of the mere existence of some alleged
factual dispute are not enough to preclude summary judgment.
Fisher v. Wayne Dalton Corp., 139 F.3d 1137, 1140 (7th Cir. 1998).
No. 01-3143 9
Here, Johnson attempted to designate SS&H as his bene-
ficiaries by executing the 1996 form and, according to the
1997 letter from the GE Enrollment Center to Johnson, that
form was filed and accepted by his employer. Nevertheless,
it is undisputed that Johnson made several errors in execut-
ing the form. Thus, the question before us is whether the
beneficiary change form was effective, notwithstanding
those errors.
To address this issue, we must first determine the control-
ling law. As noted, the Plan is governed by ERISA. How-
ever, ERISA does not contain any provisions governing
disputes between claimants to plan proceeds, or addressing
whether an insured has effectively changed a beneficiary
designation. Phoenix Mut. Life Ins. Co. v. Adams, 30 F.3d 554,
559 (4th Cir. 1994). Thus, Mildred advocates that we apply
5
the Illinois doctrine of “substantial compliance,” relying
on the principle enunciated in John Hancock Mut. Life Ins.
Co. v. Harris Trust & Sav. Bank, 510 U.S. 86, 98 (1993), that
ERISA “leaves room for complementary or dual federal and
State regulation.” SS&H, on the other hand, argue that
ERISA preempts state law and, therefore, urge us to apply
6
federal common law to resolve the dispute.
5
The Illinois doctrine of substantial compliance requires that, for
a change of beneficiary to be effective, “the party asserting that a
change has occurred must establish: (1) the certainty of the in-
sured’s intent to change his beneficiary; and (2) that the insured
did everything he could have reasonably done under the cir-
cumstances to carry out his intention to change the beneficiary.”
Aetna Life Ins. Co. v. Wise, 184 F.3d 660, 663 (7th Cir. 1999) (citing
Dooley v. James A. Dooley Assoc. Employees Ret. Plan, 442 N.E.2d
222, 227 (Ill. 1982)).
6
While this decision was circulating among the panel, another
panel of this court rendered a decision on similar facts. See Davis
(continued...)
10 No. 01-3143
Generally, ERISA preempts all state laws “insofar as they
may now or hereafter relate to any employee benefit plan”
which is subject to ERISA. See 29 U.S.C. § 1144(a). The Su-
preme Court has set forth a two-part inquiry for determin-
ing whether a state law “relates to” an employee benefit
plan for purposes of 29 U.S.C. § 1144(a). According to the
7
Court, a state law “relates to” an ERISA plan if it has (1) a
connection with or (2) reference to such a plan. California
Div. of Labor Standards Enforcement v. Dillingham Constr.,
N.A., Inc., 519 U.S. 316, 324 (1997) (citations omitted). A state
law has “reference to” an ERISA plan where it “acts im-
mediately and exclusively upon ERISA plans, . . . or where
the existence of ERISA plans is essential to the law’s opera-
tion.” Dillingham, 519 U.S. at 325. The Illinois doctrine of
substantial compliance applies generally to life insurance
policy beneficiary designations, see Dooley, 442 N.E.2d at
227, and accordingly does not have “reference to” an ERISA
plan for purposes of preemption. Therefore, the only issue
is whether the substantial compliance doctrine as applied in
this case has a “connection with” ERISA.
In Egelhoff, the Supreme Court recently addressed whether
a state law had a “connection with” ERISA when it analyzed
whether a Washington statute providing for automatic rev-
ocation, upon divorce, of any designation of spouse as a
beneficiary of a life insurance policy was preempted, as it
6
(...continued)
v. Combes, ___ F.3d ___, 2002 WL 1396515 (7th Cir. June 28, 2002).
In that case, the district court concluded that federal law con-
trolled the ERISA-governed life insurance policy. The parties did
not appeal that ruling, and this court proceeded on that basis.
7
ERISA defines a state law as including “all laws, decisions,
rules, regulations, or other State action having the effect of law,
of any State.” 29 U.S.C. § 1144(c)(1).
No. 01-3143 11
applied to ERISA plans. See Egelhoff v. Egelhoff, 532 U.S. 141
(2001). The Court stated that, to determine whether a state
law has “the forbidden connection, we look both to the
objectives of the ERISA statute . . . as well as to the nature of
the effect of the state law on ERISA plans.” Id. at 147
(citation omitted). Applying this principle, the Supreme
Court concluded that the Washington statute in question
had “an impermissible connection with” ERISA plans be-
cause it purported to bind “ERISA plan administrators to
a particular choice of rules for determining beneficiary
status. The administrators must pay benefits to the benefi-
ciaries chosen by state law, rather than to those identified
in the plan documents.” Id. Specifically, the Supreme
Court found that the Washington statute ran contrary to
the ERISA provisions that a plan shall “ ‘specify the basis
on which payments are made to and from the plan,’
§ 1102(b)(4), and that the fiduciary shall administer the
plan ‘in accordance with the documents and instruments
governing the plan,’ § 1104(a)(1)(D), making payments to
a ‘beneficiary’ who is ‘designated by a participant, or by
the terms of [the] plan.’ § 1002(8).” Id. at 147. The Supreme
Court criticized the Washington statute as one which “gov-
erns the payment of benefits, a central matter of plan ad-
ministration,” id. at 148. In contrast, the Court has upheld
generally applicable laws “where ERISA has nothing to
say . . . notwithstanding their incidental effect on ERISA
8
plans.” Id. at 147-48.
8
See, e.g., Dillingham, 519 U.S. at 334 (holding that California
prevailing wage statute has no “connection with” ERISA plans,
even where it altered incentives facing ERISA plans, and thus
was not preempted); New York State Conf. of Blue Cross & Blue
Shield Plans v. Travelers Ins. Co., 514 U.S. 645, 659 (1995) (holding
that New York statute regulating hospital rates was not pre-
(continued...)
12 No. 01-3143
We have not directly addressed the precise issue of
whether ERISA preempts a state’s substantial compliance
9
doctrine because the doctrine “relates to” an ERISA plan.
Other circuits have had occasion to do so, and their conclu-
sions are split. For instance, the Ninth Circuit recently con-
cluded that ERISA did not preempt the state doctrine of
substantial compliance because it would not affect the
administration of the plan, but would merely “aid in de-
termining the identity of the proper recipient of the pro-
ceeds.” BankAmerica Pension Plan v. McMath, 206 F.3d 821,
829 (9th Cir. 2000), cert. denied, McMath v. Montgomery, 531
U.S. 952. See also Peckham v. Gem State Mut. of Utah, 964 F.2d
1043, 1052 (10th Cir. 1992) (state law “doctrine of substantial
compliance does not materially modify a plan, but rather is
simply a doctrine to assist the court in determining whether
conduct should, in reality, be considered the equivalent of
compliance under the contract”).
In contrast, the Fourth Circuit, while agreeing that the
doctrine of substantial compliance did not modify a plan,
nevertheless concluded that the state law “relates to” such
a plan because it involved the designation of the beneficiary
8
(...continued)
empted by ERISA, even though resulting cost variations encour-
aged ERISA plans to provide insurance through certain provid-
ers, because it did not bind plan administrators to any particular
choice).
9
See Davis, 2002 WL 1396515 at *3 (applying federal common
law doctrine of substantial compliance without reaching preemp-
tion issue); Aetna Life Ins. Co., 184 F.3d at 663-65 (applying Illi-
nois doctrine of substantial compliance without discussion of
choice of law issue); Rendleman v. Metropolitan Life Ins. Co., 937
F.2d 1292, 1296-97 (7th Cir. 1991) (same); Connecticut General Life
Ins. Co. v. Gulley, 668 F.2d 325, 326-28 (7th Cir. 1982) (same).
No. 01-3143 13
of an ERISA plan. Phoenix Mut., 30 F.3d at 560. Accordingly,
the court concluded that ERISA preempted the state law
doctrine, and adopted the district court’s formulation of the
following federal common law test: an “insured substan-
tially complies with the change of beneficiary provisions of
an ERISA life insurance policy when the insured: (1) evi-
dences his or her intent to make the change and (2) attempts
to effectuate the change by undertaking positive action
which is for all practical purposes similar to the action re-
quired by the change of beneficiary provisions of the
policy.” Id. at 564 (relying upon established South Carolina
law to formulate test). See also Tinsley v. General Motors Corp.,
227 F.3d 700, 704 (6th Cir. 2000) (in interpleader action to
determine legitimacy of beneficiary designation under life
insurance policy, ERISA preempted state law; however,
court looked to Michigan state law to formulate federal
common law test for analyzing beneficiary designations that
are allegedly the result of forgery or undue influence).
Given the Supreme Court’s latest word on ERISA preemp-
tion in Egelhoff, we believe that a state law affecting the
designation of a beneficiary is sufficiently “related to” an
ERISA plan such that a state law doctrine of substantial
compliance is preempted by ERISA. Thus, we find the
Fourth Circuit’s decision in Phoenix Mutual persuasive and
believe this conclusion is consistent with our own prece-
dent. See McClean v. Ford Motor Co., 831 F.2d 723, 727-28
(7th Cir. 1987) (in determining proper beneficiary of pen-
sion plan, where Indiana testamentary transfer law, if ap-
plied, would determine the distribution under the plan,
ERISA preempted state law). Under an ERISA plan, bene-
fits must be paid to a “beneficiary” who is “designated by
a participant, or by the terms of [the] plan.” 29 U.S.C.
§ 1002(8). The plan administrator’s determination, and a
court’s interpretation, of the identity of that beneficiary
clearly “relates to” ERISA insofar as it “governs the pay-
14 No. 01-3143
ment of benefits, a central matter of plan administration.”
Egelhoff, 532 U.S. at 148. Egelhoff stands for the proposition
that a state law cannot invalidate an ERISA plan beneficiary
designation by mandating distribution to another person.
Similarly to the operation of the Washington statute un-
der consideration in Egelhoff, the application of the legal
doctrine of substantial compliance mandates a conclusion
as to the identity of the proper recipient of such payments.
It is thus very different from state laws which may have
an incidental effect on ERISA plans, but which do not man-
date certain choices or conclusions. See, e.g., supra note 7.
The Ninth Circuit’s reasoning that the state law doctrine
of substantial compliance would not affect the administra-
tion of the plan, but would merely “aid in determining the
identity of the proper recipient of the proceeds,” McMath,
206 F.3d at 829, seems to us a distinction without a differ-
ence. Thus, we conclude that ERISA preempts the Illinois
state law doctrine of substantial compliance.
2. Federal common law.
The question then is whether the 1996 change of benefi-
ciary form is valid under ERISA. But, as we previously
noted, ERISA is silent as to the resolution of disputes
between putative beneficiaries of a life insurance policy. The
Supreme Court has recognized, in situations where ERISA
preempts state law but is silent on a topic, that courts would
have to develop a body of federal common law, where
appropriate, based on principles of state law. See Pilot
Life Ins. Co. v. Dedeaux, 481 U.S. 41, 56 (1987); Firestone Tire
& Rubber Co. v. Bruch, 489 U.S. 101, 110 (1989). See also
Thomason v. Aetna Life Ins. Co., 9 F.3d 645, 647 (7th Cir. 1993)
(where ERISA is silent, court must develop federal common
law and, in so doing, may use state common law as a basis,
to the extent that state law is not inconsistent with congres-
sional policy concerns).
No. 01-3143 15
On appeal, Mildred argues that, even if ERISA preempts
state law, in formulating federal common law we should
still look to Illinois’ doctrine of substantial compliance.
SS&H argue that we should instead adopt the Fourth Cir-
cuit’s standard from Phoenix Mutual. Under the Fourth
Circuit’s test, we look at whether the insured “evidences
his or her intent” and “attempts to effectuate the change
by undertaking positive actions.” Phoenix Mutual, 30 F.3d
at 564. Mildred believes the Fourth Circuit’s standard is
too lenient because, under the Illinois standard, SS&H
would be required to establish the “certainty” of the in-
sured’s intent and that he “did everything he could have
reasonably done under the circumstances” to carry out that
intent. Aetna Life Ins. Co., 184 F.3d at 663. The Illinois doc-
trine of substantial compliance and the test enunciated by
the Fourth Circuit invoking federal common law are es-
sentially the same, and in this particular case, it would make
no practical difference which standard we applied. We
recognize, however, the need to ensure uniformity in ERISA
jurisprudence, and of the principle that “federal common
law should be consistent across the circuits.” Phoenix
Mutual, 30 F.3d at 564. See also Egelhoff, 532 U.S. at 148 (“one
of the principal goals of ERISA is to enable employers to
establish a uniform administrative scheme, which provides
a set of standard procedures to guide processing of claims
and disbursement of benefits”) (citation omitted). In anal-
yzing whether the doctrine of substantial compliance ap-
plied to a signature requirement, this court recently adopted
10
the Fourth Circuit’s test as set forth in Phoenix Mutual.
10
A number of district courts have also followed the test set
forth in Phoenix Mutual. See e.g., Life Ins. Co. of North America v.
Leeson, 2002 WL 483563, *6 (S.D. Ohio March 19, 2002); Harpole v.
Entergy Arkansas, Inc., 197 F.Supp.2d 1152, 1158 (E.D.Ark. 2002);
(continued...)
16 No. 01-3143
Davis, 2002 WL 1396515 at *9-10. Therefore, we will apply
that formulation of the federal common law doctrine of
substantial compliance.
C. Substantial Compliance
Applying this test, we now turn to the 1996 form to
determine whether Johnson substantially complied with
the instructions on the form by evidencing his intent to
make a change of beneficiary, and by attempting to effectu-
ate that change by undertaking positive action. Phoenix
Mutual, 30 F.3d at 564. The instructions attached to the
change of beneficiary form told Johnson that he could
“designate a beneficiary only for the plans in which you are
currently participating or have an account balance. CHECK
ONLY THOSE PLANS FOR WHICH YOU WANT THIS
BENEFICIARY DESIGNATION TO APPLY.” The com-
pleted form was to be sent to the GE Enrollment Center.
As already noted, Johnson checked the box for the wrong
life insurance policy. However, aside from that error, John-
son took positive action to effectuate a change in his life
insurance policy. Specifically, the undisputed facts show
that Johnson filled out GE’s form indicating he wished
to change the beneficiary designation on his life insurance
policy (although he checked the wrong box), that he desig-
nated SS&H as the new beneficiaries of a life insurance plan
and that the GE Enrollment Center (the place he was in-
structed to mail the form) sent him a confirmation letter
indicating that he mailed the form as required. Moreover,
10
(...continued)
Metropolitan Life Ins. Co. v. Hall, 9 F.Supp.2d 560, 563 (D.Md.
1998); Connecticut Gen. Life Ins. Co. v. Thomas, 910 F.Supp. 297, 301
(S.D.Tex. 1995); First Capital Life Ins. Co. v. AAA Communications,
Inc., 906 F.Supp 1546, 1560 (N.D.Ga. 1995).
No. 01-3143 17
the GE Enrollment Center’s letter did not alert him that
he had checked the box for an insurance policy different
than the one covering him. Under these circumstances, we
conclude that Johnson clearly evidenced an intent to change
his beneficiary designation, that he took positive action to
effectuate that intent, and that checking the wrong box does
not serve to negate that intent. It is true that Johnson made
some errors, but the doctrine of substantial compliance by
its very nature contemplates something less than actual
compliance. Phoenix Mutual, 30 F.3d at 565. Cf. Aetna Life Ins.
Co., 184 F.3d at 664 (“when an insured has done everything
within his power to effectuate a change in life insurance
policy beneficiaries, exact compliance with the terms of the
policy is not necessary”); Connecticut General Life Ins. Co., 668
F.2d at 327-28 (where insured died after executing, but
before mailing, change of beneficiary form, court found that
insured had substantially complied with the insurance con-
tract even though the contract provided that no change
of beneficiary would take effect until received by the
insurance company). Contrast Rendleman, 937 F.2d at 1297
(evidence of insured’s action to change his beneficiary,
where he told another person he did not want his wife
to collect his life insurance and he obtained the appropri-
ate form, but never completed it, was insufficient to support
conclusion that he had effectively revoked the beneficiary
designation prior to his death).
Mildred argues, however, that the 1996 form does not
evidence Johnson’s intent because there is no way to tell
which of the benefit plans Johnson wished to change
because he did not refer to the appropriate plan. The 1996
form contained boxes for the following plans: “GE Pension”
Plan, a “GE Savings & Security (S&SP) Account Balance”
Plan, a “GE S&SP Life Insurance” Plan, a “GE Life or GE
Leadership Life Insurance” Plan, a “GE Accidental Death &
Dismemberment Insurance” Plan, a “GE A Plus Life Insur-
18 No. 01-3143
ance” Plan and a “GE Personal Accident Insurance” Plan.
Johnson was a participant in the first, second, fourth and
fifth plans. Thus, Mildred argues that the change could just
as easily have been applicable to one of his other three
plans, and thus Johnson’s intent to change the benefici-
ary on his life insurance policy in particular cannot be de-
termined with any certainty from the form itself. We dis-
agree, and conclude that the 1996 form does evidence
Johnson’s intent. First, it is undisputed that Johnson only
owned one life insurance plan, and the 1996 form reflected
an intent to change his beneficiary designation on a life
insurance plan. Second, according to LaShanda’s undis-
puted statement (the admissibility of which Mildred did
not challenge), her father told her that she and her brother
were the intended beneficiaries of his life insurance policy,
not of one of his other plans. Finally, Mildred was the sole
beneficiary of Johnson’s pension plans and his mother,
Clara Johnson, was the sole beneficiary of his savings ac-
count. The payout of Johnson’s final paycheck was made to
his three children, Jimmie R. Johnson, Leonard P. Smith and
LaShanda D. Smith, pursuant to an affidavit filed by Clara
Johnson. None of these beneficiary designations are con-
tested, further supporting the conclusion that Johnson did
not intend to change the beneficiary designation on any of
the plans other than the one for life insurance. Thus, we
conclude that the 1996 form evidences Johnson’s intent to
change his life insurance designation, and is therefore a
sufficient basis upon which to grant summary judgment to
SS&H.
III.
For the reasons stated herein, we conclude that the evi-
dence establishes that, under the federal common law
doctrine of substantial compliance, Jimmie Johnson met
No. 01-3143 19
the criteria for changing his beneficiary designation on
his life insurance policy, and we therefore AFFIRM the dis-
trict court’s grant of summary judgment to LaShanda Smith,
Leonard Smith and Carolyn Hall.
A true Copy:
Teste:
_____________________________
Clerk of the United States Court of
Appeals for the Seventh Circuit
USCA-97-C-006—7-17-02