[PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FILED
FOR THE ELEVENTH CIRCUIT
U.S. COURT OF APPEALS
_________________________ ELEVENTH CIRCUIT
February 4, 2004
No. 02-14044 THOMAS K. KAHN
_________________________ CLERK
D.C. Docket No. 01-01113-CV-TWT-1
LIBERTY LIFE ASSURANCE COMPANY
OF BOSTON,
Plaintiff,
versus
BARBARA KENNEDY, KATHERINE E.
KENNEDY, a minor, WILLIAM B.
KENNEDY, a minor,
Defendants-Appellants,
versus
MARY BETH KENNEDY, individually and
as Executrix of the Estate of Clint M.
Kennedy, deceased, BRIDGET KENNEDY
RICHARDS, PRESLEY KENNEDY WILSON,
Defendants-Appellees.
_________________________
Appeal from the United States District Court for the
Northern District of Georgia
_________________________
(February 4, 2004)
Before EDMONDSON, Chief Judge, KRAVITCH and GIBSON*, Circuit Judges.
JOHN R. GIBSON, Circuit Judge:
Following the death of its insured, Clint Kennedy, Liberty Life Assurance
Company filed this interpleader action asking the district court to determine the
conflicting claims for life insurance benefits made by Barbara N. Kennedy and
Mary Beth Kennedy. Mr. Kennedy obtained this life insurance through his
employer, Georgia-Pacific Corporation. The policy is an employee welfare benefit
plan governed by the Employee Retirement Income Security Act of 1974, or
ERISA.
Barbara Kennedy was Clint Kennedy’s second wife. They were married
from 1983 to July of 1991, and she asserts a claim to the benefits on her own
behalf and on behalf of their minor children, Katherine and William. Mary Beth
Kennedy was Clint Kennedy’s third wife and was married to him from July of
1991 until the time of his death. She asserts a claim to the benefits on her own
behalf and on behalf of Mr. Kennedy’s adult children from his first marriage,
Bridget Kennedy Richards and Presley Kennedy Wilson, along with Katherine and
William. The district court granted summary judgment to Mary Beth Kennedy1
*Honorable John R. Gibson, United States Circuit Judge for the Eighth Circuit, sitting by
designation.
1
The district court’s order granted summary judgment to the “Mary Beth Kennedy
Claimants,” which includes Mary Beth Kennedy, Bridget Kennedy Richards, and Presley
2
and directed that she receive 25% of the benefits and Mr. Kennedy’s four children
each receive 18.75% of the benefits. We affirm.
BACKGROUND
Clint Kennedy was employed by Georgia-Pacific Corporation for more than
twenty-five years. His last position was that of Executive Vice President and, by
virtue of that position, he participated in the company’s executive life and personal
accident insurance programs. At the time of his accidental death on October 7,
2000, those policies provided benefits of $1,000,000 in life insurance and
$300,000 in accident insurance.
Mr. Kennedy completed a single designation of beneficiary form for these
policies on March 14, 1988, naming his then-wife Barbara as the sole beneficiary
if she were still living at the time of his death. In 1991, when Clint and Barbara
Kennedy divorced, they executed a settlement agreement in which Mr. Kennedy
agreed to maintain his employer-sponsored life insurance, with Barbara Kennedy
named as trustee for their children as beneficiaries of 50% of the total death
benefits. However, the agreement allowed Mr. Kennedy to reduce Katherine’s and
William’s share to 18.75% each if he remarried. Mr. Kennedy did not amend the
Kennedy Wilson. The “Barbara Kennedy Claimants” include Barbara H. Kennedy, individually,
and as the trustee for The Katherine Elizabeth Kennedy and William Blakely Kennedy
Management Trusts. We will omit the word “Claimants” when we refer to Mary Beth Kennedy
and Barbara Kennedy, but the parties remain the same as in the district court.
3
1988 designation of beneficiary form when he executed the settlement agreement,
but the agreement did not obligate him to keep Barbara Kennedy as a beneficiary.
Based on the 1988 designation of beneficiary form and the settlement agreement,
Barbara Kennedy has asserted a claim for fifty percent of the insurance proceeds
for herself and the remaining fifty percent to be shared equally by Katherine and
William.
In 1993, after he had divorced Barbara Kennedy and married Mary Beth
Kennedy, Mr. Kennedy executed a will that remained in place without
modification until his death. The will included the following provision:
ITEM FIVE
Assuming the named beneficiary of said life insurance is my
estate, I hereby give and bequeath all the proceeds of life insurance
provided to me by my employer to the following persons:
(a) To my wife Mary Beth Kennedy, one-fourth (25%)
outright;
(b) To each of the two (2) children of my first marriage,
Bridget and Presley, or their living lineal descendants, per
stirpes, three-sixteenths (18.75%) respectively;
(c) To each of the two (2) children of my second
marriage, Katherine and William, or their living lineal
descendants, per stirpes, three-sixteenths (18.75%)
respectively; provided however that if either of said
children is less than thirty (30) years old at the time of
my death his and/or her shares shall be distributed to
their mother, Barbara Nowell Day Kennedy, to be held
by her in separate trusts for said children respectively....
4
If at the time of my death my estate is not the named beneficiary of all
my employer-provided life insurance, then I hereby direct that the
proceeds thereof be directed to the persons and in the manner
hereinabove set forth insofar as the beneficiary designations on said
insurance can be made consistent with the terms of this Will.
(Emphasis in original).
Because Mr. Kennedy never amended his 1988 designation of beneficiary
form, his estate was not the named beneficiary of his Georgia-Pacific life
insurance at the time of his death. The district court concluded that “Mr. Kennedy
. . . did not make any effort to amend his beneficiary designation form on record
with Georgia-Pacific . . . . [He] ignored a number of opportunities to complete a
new Georgia-Pacific beneficiary designation form.”
Georgia-Pacific routinely distributed a Summary Plan Description to
provide a succinct explanation of the insurance program to the executives who
participated in it. The Summary Plan Description for these policies that was in
effect at the time of Mr. Kennedy’s death included a section entitled “Naming
Your Beneficiary.” 2 It began:
There is a special beneficiary designation form for this executive
program. Your beneficiary is the person, estate, trust, organization,
etc., which you designate as such on the form. Unless you have made
2
Although Liberty Life issued the Georgia-Pacific executive policies in effect at the time
of Mr. Kennedy’s death, the January 1995 Summary Plan Description identifies another company
as the issuer. Georgia-Pacific’s Executive Vice President of Human Resources confirmed that
the 1995 Summary Plan Description applied to the Liberty Life policies and was current at the
time of Mr. Kennedy’s death.
5
an irrevocable assignment . . . , you can change your beneficiary at
any time without the consent of your present beneficiary. To do so,
contact the Employee Benefits Department for the correct form.
Although the record indicates that it was Georgia-Pacific’s policy to distribute a
Summary Plan Description to its executives when they entered the program, there
is no conclusive evidence that Mr. Kennedy received or retained a copy of any
version of that document.
The Plan policy itself – the Georgia-Pacific Group Term Life Insurance
Policyholder’s Document – included separate sections concerning the naming and
changing of beneficiaries. As to the latter, it stated:
An employee may change the Beneficiary. Any change requires
acceptable written notice to [Georgia-Pacific]. The notice can be on
forms approved by [Georgia-Pacific]. The change shall be filed with
[Georgia-Pacific] and will take effect from the date the employee
signed the notice. If a notice is not signed, it will be void.
The employee does not have to be living at the time of such filing.
[Liberty Life] will not be liable for any payments We make before We
receive the change.
The record contains no evidence that Mr. Kennedy was given a copy of the
Policyholder’s Document.
Liberty Life designated Employers Insurance of Wausau to be the Plan
Administrator of this group executive life and personal accident insurance plan.
According to the Summary Plan Description, “The Plan Administrator has full
discretionary authority to administer and interpret this plan. . . .”
6
Mr. Kennedy died on October 7, 2000, when an all-terrain vehicle fell off a
truck and onto him. Within weeks of his death, Georgia-Pacific prepared proof-
of-death forms on the life insurance and the two personal accident insurance
policies. These forms continued to list Barbara Kennedy as the beneficiary
because the only written direction Mr. Kennedy had given Georgia-Pacific about
these policies was his March 14, 1988 designation of beneficiary form. When
Mary Beth Kennedy’s counsel contacted Georgia-Pacific a short time later to
assert her claim to the benefits, Georgia-Pacific referred the matter to Wausau.
Wausau engaged the parties in discussions about their conflicting claims, which
led to the parties’ agreement that Barbara Kennedy would be the trustee of 37.5%
of the insurance proceeds on behalf of Katherine and William Kennedy. This is
the amount they would have received if the proceeds had been distributed in
accordance with Mr. Kennedy’s will. Wausau declined to exercise its authority to
choose between the conflicting claimants, however, which led to Liberty Life
filing this interpleader action.
After filing this action, Liberty Life was permitted to deposit $1,376,858.29
into the registry of the court, reimbursed $10,000 for its attorneys’ fees and costs,
and dismissed from the case. Consistent with the remaining parties’ earlier
agreement, the district court entered a consent order distributing 37.5% of the
proceeds to The Katherine Elizabeth Kennedy and William Blakely Kennedy
7
Management Trust for their benefit in equal shares. The order also reflected the
parties’ agreement that the benefits payable under the personal accident policies
would be treated in the same manner as the life insurance proceeds.3
On cross-motions for summary judgment, the district court granted Mary
Beth Kennedy’s motion and denied Barbara Kennedy’s motion. The district court
concluded that the controlling document was the policy rather than the Summary
Plan Description, that the policy did not require Mr. Kennedy to use a company
form to change beneficiaries, and that his will was effective in designating Mary
Beth Kennedy, Bridget Kennedy Richards, Presley Kennedy Wilson, Katherine
Kennedy, and William Kennedy as beneficiaries of the Georgia-Pacific policy.
The court entered judgment awarding 25% of the interpleaded funds to Mary Beth
Kennedy, 18.75% to Bridget Kennedy Richards, and 18.75% to Presley Kennedy
Wilson. Barbara Kennedy appealed, asking that Katherine and William each
receive an additional 6.25% of the proceeds (thereby increasing their share to 25%
each) and that she receive the remaining fifty percent.
I.
The district court was left to determine in the first instance how Mr.
Kennedy’s life insurance benefits would be distributed. Wausau, the Plan
3
Because the parties have agreed that all of the insurance benefits should be governed by
the life insurance documents and the law applicable to such, we will collectively refer to all of
the benefits as life insurance proceeds.
8
Administrator, chose not to exercise its authority to decide between the competing
claims to the benefits. We therefore review de novo the district court’s
interpretation of ERISA and its application of the law to the Plan provisions. Nat’l
Auto. Dealers & Assocs. Retirement Trust v. Arbeitman, 89 F.3d 496, 498 (8th
Cir. 1996).
Barbara Kennedy argues that the district court erred in allowing Mr.
Kennedy’s will to serve as a beneficiary designation because doing so improperly
invoked state testamentary law. She relies on Egelhoff v. Egelhoff, 532 U.S. 141
(2001), in asserting that Georgia’s testamentary law “relates to” the Georgia-
Pacific Plan and is therefore preempted by ERISA, 29 U.S.C. § 1144(a) (2000).
In Egelhoff, the Court reviewed a Washington probate statute that affected
beneficiaries of life insurance proceeds, employee benefit plans, annuities, and
individual retirement accounts. The statute automatically revoked a designation of
a spouse as the beneficiary of these assets upon divorce. The Court concluded that
the statute was invalidated by ERISA’s preemption section because it had an
“impermissible connection” with ERISA plans. 532 U.S. at 147. As the Court
explained, the state statute bound ERISA plan administrators to “a particular
choice of rules for determining beneficiary status. The administrators must pay
benefits to the beneficiaries chosen by state law, rather than to those identified in
the plan documents.” Id. Such a statutory scheme precluded these fiduciaries
9
from adhering to duties imposed on them by ERISA, namely to administer their
plans in accordance with plan documents and make payments to beneficiaries
designated by participants or by the terms of the applicable plan.
This case is not comparable to Egelhoff. The district court made no
reference to any state law in concluding that Mr. Kennedy’s will could serve as a
beneficiary designation, nor does Barbara Kennedy offer any such reference. To
the contrary, the district court examined the Plan and concluded that its language
allowed Mr. Kennedy’s will to serve as an alternative means of designating
beneficiaries. The “Change of Beneficiary” subsection requires that a beneficiary
provide a signed written notice to Georgia-Pacific that he or she desires to change
beneficiaries, but it does not require the beneficiary to use a designated form.
(“The notice can be on forms approved by [Georgia-Pacific].”) (emphasis added).
In fact, the subsection seemingly contemplates a will as an acceptable form of
notice, because it further provides that the participant “does not have to be living
at the time of such filing.” In addition to being both written and signed, a will’s
provisions often come to light only after the maker’s death. As the district court
correctly noted in reaching its conclusion, it was “simply enforcing the provisions
of the Plan.”
Barbara Kennedy suggests that the will should not be given effect because
to do so would raise the concerns addressed by ERISA’s preemption clause,
10
namely uniformity and administrative efficiency. More specifically, she asserts
that allowing the district court’s decision to stand would force plan administrators
of Liberty Life policies to inquire as to the existence of a will on every death
benefit claim, thereby slowing the payment process and undermining ERISA’s
goal of simple, uniform administration. We will not join in such speculation, but
we note that, even if Barbara Kennedy’s prediction were accurate, the result would
not be related in any way to ERISA. Insurers who offer employee benefit plans
under ERISA are free to allow policyholders to change beneficiaries through more
than a single means and, so long as the policyholders are informed of the means
and the plan administrator complies with its fiduciary obligations, ERISA is not
implicated.
The district court did not err in determining that ERISA preemption does
not apply to the interpretation of the Georgia-Pacific Plan.
II.
Barbara Kennedy also argues that the district court erred by concluding that
the Summary Plan Description and the Plan contain conflicting provisions with
respect to changing beneficiaries, and concluding that because Mr. Kennedy did
not rely on the provisions of the Summary Plan Description, the Plan language
governs the beneficiary designation. She asserts that no such conflict exists, and
that both documents require use of an appropriate form to change beneficiaries.
11
She further asserts that Mr. Kennedy did rely on the Summary Plan Description,
and that its directive to use a prescribed beneficiary designation form was
reinforced by Georgia-Pacific human resources personnel and by Mr. Kennedy’s
attorney.
The record reveals that the change of beneficiary sections of the Summary
Plan Description and the Plan are not irreconcilable, and thus we need not decide
which document controls. While the Summary Plan Description directs
participants to “contact the Employee Benefits Department for the correct form” to
change beneficiaries, the Plan describes more generally the kinds of writings that
could effectuate a change. In the context of an employee benefit plan, a conflict
would exist if the employee were somehow misled by the Summary Plan
Description, which is a document intended to be accurate and comprehensive and
which reasonably apprises an employee of his or her rights under the Plan.
McKnight v. S. Life & Health Ins. Co., 758 F.2d 1566, 1570 (11th Cir. 1985). The
different language did not create a conflict in this case. The Plan clearly allows
Mr. Kennedy’s will to serve as a valid alternate beneficiary designation. The
Summary Plan Description does not preclude an alternate form because it does not
identify “the correct form,” but rather refers the participant to Georgia-Pacific’s
Employee Benefits Department.
12
The record does not support Barbara Kennedy’s suggestion that Georgia-
Pacific reinforced the Summary Plan Description’s purported requirement that Mr.
Kennedy use one form exclusively if he wanted to change beneficiaries. In 1991,
Georgia-Pacific provided Mr. Kennedy with four different beneficiary designation
forms, which apparently applied to various benefit plans in which he was enrolled,
along with a cover memorandum describing them as the “appropriate change
forms” if he wished to change beneficiaries. In 1997 (after he was divorced from
Barbara Kennedy), Georgia-Pacific sent him an annual confirmation that he
continued to be enrolled in its executive life and personal accident program. The
letter indicated that the company’s records showed his beneficiary as “Barbara N.
Kennedy, wife, if living; otherwise, Mary June Kennedy, . . .” It provided no
direction for changing his beneficiary, nor did it suggest that he prepare a new
form to clarify that Barbara Kennedy was no longer his wife. Finally, when
Georgia-Pacific’s executive vice president of human resources spoke with Mr.
Kennedy in the summer of 2000 to ask if he had his beneficiary designations as he
wanted them, 4 they did not discuss specifics, and she offered him no directions for
changing beneficiaries.
4
This executive testified that she approached Mr. Kennedy because she had heard that he
was divorcing, and it was her practice to make sure that employees in that situation “had all their
beneficiaries in order.”
13
When Mr. Kennedy consulted an attorney to prepare his will in 1993, they
discussed whether Mr. Kennedy could comply with his divorce agreement with
Barbara Kennedy if he changed the beneficiaries of his Georgia-Pacific life
insurance without her consent. The attorney advised him that he could not, and he
drafted a letter for Mr. Kennedy to send to her seeking consent. Mr. Kennedy did
not send that letter. The attorney explained that he recommended this course of
action “in order to stay in compliance with the divorce agreement. [Mr. Kennedy]
was of course legally free to change his beneficiary at any time.” The attorney did
not know whom Mr. Kennedy had designated as beneficiaries for these policies as
of 1993, and he believed it was necessary to include beneficiary language in the
will in case Mr. Kennedy did not prepare a new form. While he originally
suggested that Mr. Kennedy prepare new designation forms to conform with the
beneficiary selections he was making in the will, he understood that the will “may
have given him a sense that it was all taken care of.” The record does not support
Barbara Kennedy’s assertion that Mr. Kennedy’s attorney advised him that he was
required to prepare a designated form in order to change his beneficiary.
Because no conflict exists between the documents, we need not reach the
issue of Mr. Kennedy’s reliance on the Summary Plan Description. We note,
however, that even if we were called upon to decide which of the two documents
controls, reliance would not be a factor. This is not the typical situation where an
14
employer and an employee are at odds over the employee’s right to benefits; here,
the administrator seeks guidance on interpreting the Plan to determine who the
appropriate beneficiaries are among competing beneficiaries. Reliance is relevant
only when an estoppel principle is present, such as when an employee asserts he or
she is entitled to benefits under the language of a summary plan description and
the employer contends that a plan document controls and precludes benefits.
“[T]o prevent an employer from enforcing the terms of a plan that are inconsistent
with those of the plan summary, a beneficiary must prove reliance on the
summary.” Branch v. G. Bernd Co., 955 F.2d 1574, 1579 (11th Cir. 1992).
The district court did not err by concluding that the life insurance benefits
are to be distributed under a beneficiary designation that is acceptable under the
Plan document. There is no issue as to Mr. Kennedy’s reliance on certain
language in the Summary Plan Description, as there is no conflict between that
passage and its analog in the Plan document.
III.
The district court correctly interpreted the Liberty Mutual policy to allow
Mr. Kennedy’s will to serve as a beneficiary designation for the Georgia-Pacific
executive life insurance policy. Mr. Kennedy set forth his intended beneficiaries
in his signed will, and following his death, the will was filed with Georgia-Pacific.
Accordingly, the will qualified as an acceptable alternative change notice. The
15
district court also correctly enforced the Plan by declaring Mr. Kennedy’s will to
be the controlling designation. The will was effective as of the date of its signing,
and it was the latest designation Mr. Kennedy executed before his death.5 “The
award of benefits under any ERISA plan is governed in the first instance by the
language of the plan itself.” Lockhart v. United Mine Workers of Am. 1974
Pension Trust, 5 F.3d 74, 78 (4th Cir. 1993); 29 U.S.C. § 1102(a)(1), (b)(4) (2000)
(plan must be written and must specify the basis on which payments are made).
IV.
Barbara Kennedy argues that the district court erred in “drawing inferences”
as to Mr. Kennedy’s intent because intent is a factual question not appropriately
decided on summary judgment. The record does not support her assertion. The
legal questions decided by the district court were whether the Plan allowed for the
will to serve as a valid beneficiary designation and, if so, whether the will was the
last beneficiary designation Mr. Kennedy executed. The district court did not
attempt to infer Mr. Kennedy’s intent in answering either of these questions. The
only reference to intent in the legal section of the district court’s order came in a
conclusory sentence: “Thus, I give full effect to the terms of the Will as it reflects
Mr. Kennedy’s consistent expression of his intent to leave his insurance benefits
5
The Plan provides: “An employee may change the Beneficiary . . . [with] acceptable
written notice . . . filed with [Georgia-Pacific]. The change . . . will take effect from the date the
employee signed the notice.”
16
to his wife, Mary Beth Kennedy, and each of his four children.” The district court
did not improperly rely on a finding of a disputed fact to reach a legal conclusion.
Finally, Mary Beth Kennedy urges alternative grounds to affirm. She
argues that the Summary Plan Description is not valid and thus there can be no
conflict between the documents, and she urges us to apply the federal common law
doctrine of substantial compliance to give effect to the beneficiary designation in
Mr. Kennedy’s will. Our decision obviates the need to discuss these arguments.
The judgment is AFFIRMED.
17