### FILED U.S. COURT OF APPEALS ELEVENTH CIRCUIT February 4, 2004 THOMAS K. KAHN CLERK [PUBLISH]

IN THE UNITED STATES COURT OF APPEALS FOR THE ELEVENTH

CIRCUIT

_________________________ No. 02-14044

_________________________ D.C. Docket No. 01-01113-CV-TWT-1 LIBERTY LIFE ASSURANCE COMPANY OF BOSTON, Plaintiff,

versus BARBARA KENNEDY, KATHERINE E. KENNEDY, a minor, W

ILLIAM B. KENNEDY, a minor, Defendants- Appellants,

versus MARY BETH K

ENNEDY, i

ndividually and as Executrix of the Estate of Clint M. Kennedy, deceased, BRIDGET KENNEDY RICHARDS, PRESLEY KENNEDY WILSON, Defendants-A

ppellees.

_________________________ Appeal from t

he United States D

istrict Court for t

he Northern Distric

t of Georgia

_________________________ (February 4, 200

4)*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 “Ma ry Beth Kennedy Claimants,” which includes Mary Beth Kennedy , Bridget Kennedy Richards, and Presley 2 Before EDMONDSON, Chief Judge, KRAVITCH and GIB SON * , Circuit Judges. JOHN R. GIBSON, Circuit Judge: Following the death of its insured, Clint Kennedy, Liberty Life Assurance Company fi

led this interpleade

r action asking the dis

trict court to deter

mine the conflicting claim

s for life insuranc e benefits mad e by Barbara N . Kennedy and Mary Beth Ke

nnedy. Mr. K

ennedy obtained th

is life insurance th

rough his employer, Georgia-Pacif

ic Corporation. T

he policy is an em

ployee welfa

re benefit plan governed by t

he Employe

e Retirement

Income Secur

ity Act of 1974,

or ERISA. Barbara Kennedy was Clint Kennedy’s second wife.They were married from 1983 to July of 1991, an d she asserts a claim to the benefits on her own behalf and on behalf

of their minor children, Kather ine and William. Mary Beth Kennedy was C

lint Kennedy’ s third wife and wa s married to him

from July of 1991 until the ti me of his death. She asserts a c laim to the benefits on h er own behalf and on behalf of Mr. Kennedy’s adult children from his first m arriage, Bridget Kennedy

Richards and Presley Kennedy Wilson, along wi

th Katherine and William. T

he district court gr

anted summa

ry judgme

nt to Mary Beth K

ennedy 1Ken ned y Wil son . Th e “Ba rbar a Ken ned y Cla ima nts ” in clu de Ba rbar a H. Ken ned y, in div idu all y,

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 K

ennedy, but

the parties rema

in the same as in the

district court. 3 and directed that she receive 25% of the benefits and Mr. Kennedy’s four children each r eceiv e 18.7 5% of t he ben efits . We aff irm. BACKGROUND Clint Kennedy was employed by G eorgia-Pacific Corporation for more than twenty-five y

ears. His last pos

ition was that of Ex

ecutive Vice Pre sident and, by virtue of that position, he participated in the company’s executive life and personal accident insurance

programs. A

t the time of his

accidental death on

October 7, 2000, those policies pr

ovided benefits of $1, 000,000 in life insura nce and $300,000 in accident insurance. Mr. Kennedy c

ompleted a single

designation of benef

iciary 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 divorc ed, they exec uted a settleme

nt agreement i

n which Mr. Kenne

dy agreed to main

tain his employ

er-sponsored life i

nsurance, with Ba

rbara Kennedy named as truste

e for their childre

n as beneficiarie s of 50% of the total d eath benefits. Howe

ver, the agreem

ent allowed Mr. K

ennedy to reduce

Katherine’s a

nd William’ s share to 18.75% ea ch if he rema

rried. Mr. Ke

nnedy did not am

end the4

1988 designation of beneficiary form when he executed th

e settlement a

greement, but the agreement did no t obligate him to keep Bar bara Kennedy as a beneficiary. Based on the 1988 designa tion of beneficiar

y form and t

he settlement a

greement, Barbara Kennedy

has asserted a cla

im for fifty

percent of the insur

ance proceeds for herself and the

remaining fif

ty percent to be

shared equally by Katherine a nd Willi am. In 1993, after he ha

d divorced Barbara

Kennedy and m

arried Mary B eth Kennedy, Mr.

Kennedy execu

ted a will that rem

ained in place witho

ut modification unt

il his death. The w

ill included the follow

ing provision: ITEM FIVE Assumi ng th e named benef iciar y of sai d life insu rance is my estate, I hereby give and bequeath all the proceeds of life insurance provided to me by

my em ployer to the fol

lowing persons: (a) To my wife Mary Beth Kennedy, one-fourth (25%) outright; (b) To each of the two (2) children of my first m arriage, Bridget and Presley, or their living lineal descendants, per stirpe s, three -sixte enths ( 18.75% ) respec tively; (c) To each of th

e two (2) children

of my secon

d marriage, Katherine and William, or their living lineal descendants, per sti rpes, three-sixteent hs (18.75%) respectively; provided however tha t if either of said children is less than thirty (30) y ears old at the tim

e of my death his

and/or her shares s

hall be distributed to their mother,

Barbara Nowel

l Day Kennedy

, to be held by her in separate trusts for said children res pectively....2 Although Libe rty Life issued the Georg

ia-Pacific exec

utive policies in ef

fect 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 If at the time

of my deat

h my estate

is not the named benef

iciary of all my em ployer-provide

d life insurance,

then I hereby di

rect that the proceeds thereof be directed to the persons and in the manner hereinabove set for

th insofar as the bene

ficiary design

ations on said insurance can be m

ade consistent with t

he 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 tim

e of his death. The

district court conc

luded that “Mr.Kennedy . . . did not make any effort to am end his beneficiary designation form on record with Georgia-Pacific . . . . [He] ignored a num ber of opportunities to complete a new Georgia-Pacific benef iciary designation for m.” Georgia-Pacif

ic routinely dist

ributed a Summ

ary Plan Desc

ription to provide a succinct e

xplanation of the insur

ance program to the executives wh o participated in it. The Summ ary Plan Desc

ription for these poli

cies that was in effect at the tim

e of Mr. Kennedy ’s death included a section entitled “

Naming Your Beneficiary.” 2 It began: There is a specia

l beneficiary

designation form

for this executive program. Yo

ur beneficiary

is the person, esta

te, trust, organi

zation, etc., which y

ou designate as such on t he form. Unl

ess you have m

ade6

an irrevocable assignment . . . , you can change y our beneficiary at any time w

ithout the consent of y

our present benefic

iary. To do so, cont act th e Emplo yee Ben efits Depar tment for the corre ct for m. 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 eviden

ce that Mr. Kenn

edy received or

retained a copy

of any version of that docum

ent. The Plan policy itself – the Georgia-Pacific Group Term Life Insurance Policyholder’ s Document – inc luded separate sec

tions concerning the na

ming and changing of benefici

aries. As to the l

atter, it stated: An employee may

change the Beneficiary. Any change requires acceptable writ

ten notice to [Geor

gia-Pacific] . The notice can be on forms approved

by [Georgia-

Pacific]. T

he change shall be fi

led with [Georgia-Pacific] and will take effect from the date the e mployee signed the notice. I

f a notice is not signe

d, it will be void. The employ

ee does not have to be l

iving at the time

of such filing. [Liberty Life] wi ll not be l iable for an y payments We make befo re We receive the change. The record contai

ns no evidence that Mr

. Kennedy wa

s given a copy of t

he Policyholder’ s Document. Liberty Life designated Employers Insurance of W ausau to be the Plan Administrator of this gr oup executive life a nd personal acciden t insurance plan. According to the Sum

mary Pla n Description, “

The Plan Adm

inistrator has full discretionary authori ty to administer and interp ret this plan. . . .”7

Mr. Kennedy died on October 7, 2000, when an all-terrain vehicle fell off atruck and onto him. Within weeks of his death, Georgia-Pacific prepared proofof-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 Ke

nnedy’s counse

l contacted Georgi

a-Pacific a shor

t time later to assert her claim to the bene fits, Georgia-Pacific refer red the matter to Wausau. Wausau engaged the parties in discussions about their conflicting claims, which led to the parties’ agreement tha t Barbara Kenne

dy would be the tr

ustee of 37.5% of the insurance pro ceeds on behalf of K atherine and Wil

liam Kennedy. This is the amount they

would have receive

d if the proceeds had

been distributed in accordance with M

r. Kennedy’ s will. Wausau declined to exercis e its authority to choose between the conflicting claimants, however, which led to Liberty Life filing this interplea

der action. After filing this a

ction, Liberty

Life was perm

itted to deposit $1,376, 858.29 into the registry

of the court, rei

mbursed $10,000 f

or its attorneys ’ fees and costs, and dismissed from the case. Consistent with the remaining parties’ ea rlier agreement,

the district court e

ntered a consent ord

er distributing 37.5%

of the proceeds to The Ka

therine Elizabet

h Kennedy and W

illiam Blakely

Kennedy3 Because the parties have agreed that all of the insurance be nefits should be governed by the life insurance documents and the law applicable to such, we will collectively re fer to all of the benefits as lif

e insurance pro

ceeds. 8 Management T

rust for their bene fit 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 m anner as the life i

nsurance 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 di

d not require Mr. K

ennedy to use a c ompany form to change beneficiaries, and that his will was effective in designating Mary Beth Kennedy,

Bridget Kennedy

Richards, Presl

ey Kennedy

Wilson, Kather

ine Kennedy, and William Kennedy as benefici aries of the Georgia-Paci fic policy. The court entere

d judgment aw

arding 25% of the inte

rpleaded funds to Mar

y Beth Kennedy, 18. 75% to Bridget Kenn edy Richards,

and 18.75% to Presl

ey Kennedy Wilson. Barbara Kennedy appealed, asking that Katherine and William each receive an addition

al 6.25% of the proceeds (thereby increasing their sha re to 25% each) and that she r

eceive the rem

aining fifty per

cent. I. The district court was left to determine in the first instance how Mr. Kennedy’s life insurance benefits would be distributed. Wausau, the Plan9

Administrator

, chose not to exerc

ise its authority

to decide between the competing claims to the benefits. We therefore r eview de no vo the dis trict cour t’s interpretation of ERIS A and its applicatio n of the law to the Plan p rovisions. Nat’l Auto. Dealers & Assocs. Retirement Trust v. Arbeitm an , 89 F.3d 496, 498 (8t

h Cir. 1996). Barbara Kennedy argues that the district court erred in allowing Mr. Kennedy’s w

ill to serve as a bene

ficiary design

ation because doing so i

mproperly invoked state testam

entary law. She relies on Egelhoff v. Egelhoff , 532 U.S. 141 (2001), in asserting that Georgia’s testamentary law “relates to” the GeorgiaPacific 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 pro ceeds, employ ee benefit plans, annuities, and individual retirem

ent accounts. The

statute automa

tically revoke

d 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 adm inistrators must pay benefits to the benef

iciaries chosen by

state law, rath

er than to those identi

fied in the plan documents.” Id. Such a statutory scheme precluded these fiduciaries10

from adhering to duties imposed o n them by ER

ISA, namel

y to administ

er their plans in accordance with plan documents and make payments to beneficiarie s designated by par

ticipants or by th

e terms of the

applicable plan. This case is not com

parable to Egelhoff

. The district co

urt made no reference to any

state law in conclu

ding that Mr. Kenne

dy’s will cou

ld serve as a beneficiary designatio n, nor does Barbara Kenne dy offer any such reference. To the contrary,

the district court e

xamined the Pla

n and concluded that its

language allowed Mr. Ke

nnedy’s will to serve as an alter native means of

designating beneficiaries. The “Change of Beneficiary” subsection requires that a beneficiar y provide a signed wri

tten notice to Geor

gia-Pacific that

he or she desires to c

hange beneficiaries, but it does not require th e beneficiary to use a desig nated form. (“The notice can

be on forms approved by [Georgi a-Pacific].”) (emphasis added). In fact, the subse

ction seemingly

contemplates a

will as an accept

able form of notice, because it

further provides tha

t the participant “

does not have to be living at the time of

such filin g.” In addi tion to be ing both written and signed, a wi ll’s provisions often come to light only after the maker’s death. As the district court correctly note

d in reaching its conc

lusion, it was “ simply enfo rcing the provisions of the Plan.” Barbara Kennedy

suggests that the will

should not be given eff

ect because to do so would raise the concerns addressed by ERISA’s preemption clause,11

namely unif

ormity and a

dministrative efficiency. More specifically , she asserts that allowing the district court’s decision to stand would force plan administrators of Liberty L

ife policies to inquir

e as to the existence

of a will on every

death benefit cl aim, thereby slo wing the pa yment process a nd undermin ing ERISA’s goal of simple,

uniform adm

inistration. We

will not join in such speculation, but we note that, eve

n if Barbara Ke

nnedy’s predi

ction were accur

ate, the result w

ould not be related in any

way to ERIS

A. Insurers who

offer employ

ee benefit plans under ERISA are free to allow policyholders to change beneficiaries through more than a single means and, so long as the policyholders ar

e informed of t

he means and the plan admi

nistrator compl

ies with its fiducia

ry obligations, E

RISA is not implicated. The district court did not err in determining that ERISA preemption does not apply to the inte

rpretation of the G

eorgia-Pacific

Plan. II. Barbara Kennedy also argues that the district court erred by concluding that the Summa

ry Plan Descr

iption and the Plan con

tain conflicting prov

isions with respect to changing be

neficiaries, an

d concluding that beca

use Mr. Kennedy

did not rely on the pr

ovisions of the Sum

mary Pla n Description, the

Plan language governs the benefici

ary designation.She asserts that no such conflict exists, and that both documents re quire use of an appro priate form to change benef iciaries.12

She further asser

ts that Mr. Kenne

dy did rely on

the Summa

ry Plan Descr

iption, and that its directive to use a prescribed beneficiary designation form was reinforced by Georgia-Pa cific human re sources pe rsonnel an d by Mr. Kenned y’s

attorn ey. The record reveals that the change of beneficiary sections of the Summ ary Plan Description a

nd the Plan are not ir

reconcilable, an

d thus we need not dec

ide which document controls. While the Summa

ry Plan Descr

iption directs participants to “

contact the Em

ployee Benefit

s Department

for the correct f

orm” 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 m isled by the Summary Pla n Description, whi

ch is a document intended to be accur ate and compre

hensive and which reasonably appris es an employee of his or her righ ts under the Plan. McKnight v. S. L

ife & Health Ins.Co. , 758 F.2d 1566, 1570 ( 11th Cir. 1985). T he different language d id not create a confli ct in this case. The Plan c learly allows Mr. Kennedy’ s will to serve as a valid alternate be

neficiary des

ignation. The Summary Plan Description d

oes not preclude an a

lternate form

because it does not identify “the correct for m,” but rather refers the p articipan t to Georgi a-Pacific’s Employee

Benefits Depart

ment.4 This executive testified that she approached Mr. Kennedy because she had heard that he was divorcing, a

nd it was her prac

tice to make sure

that employe

es in that situation “

had all their beneficiaries in order.” 13The record does not support Barbara Kennedy’s suggestion that GeorgiaPacific reinforced the Summary Plan Description’s purported requirement that Mr. Kennedy use one

form exclusive

ly if he wante

d to change benefici

aries. In 1991, Georgia-Pacif

ic provided Mr. Ke

nnedy with four d

ifferent benefic

iary designation forms, whic

h apparently app

lied to various benef

it plans in which he w

as enrolled, along with a cover m

emorandum

describing them

as the “appropr

iate change forms” if he w

ished to change benef

iciaries. In 1997 (

after he was divor

ced from Barbara Kennedy

), Georgia-Pa

cific sent him an annual confirm ation that he continued to be enrolle

d in its executive lif

e and personal acci

dent program. The letter indicated th at the company’s records showed h is beneficiary as “Barbara N. Kennedy, wif

e, if living; otherw

ise, 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 su

mmer of 2 000 to ask if he had his be neficiary des

ignations as he

wante d them, 4 they did not discuss specifics, and she

offered him no

directions for changing beneficiar

ies.14

When Mr. Kennedy consulted an attorney to prepare his will in 1993, they discussed whether M

r. Kennedy c ould comply w ith his divorce agree

ment with Barbara Kennedy if he changed the beneficiaries of his Georgia-Pacific life insurance without he

r consent. The at

torney advised hi

m that he could not

, and he drafted a letter for Mr. Kennedy to send to her seeking c

onsent. Mr. Kenn

edy did not send that letter.The attorney explained that he re commended

this course of action “in orde r to sta y in compl iance wi th the d ivorce agreemen t. [Mr. Ke nnedy] was of course lega

lly free to cha

nge 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 belie

ved it was necessar

y to include benef

iciary language

in the will in case Mr. Kennedy did not pr epare a new form

. While he origi

nally suggested that Mr. K

ennedy prepare

new designation for

ms to conform

with the beneficiary selections he was making in the will, he understood that the will “m ay 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 requir ed to pr epare a d esigna ted for m in orde r to cha nge his benefi ciary. Because no conflic

t exists between the

documents, we

need not reach the issue of Mr. Kennedy’s reliance on the Summ ary Plan Description. We note, however, that eve

n if we were ca

lled upon to decide whi

ch of the two docum

ents controls, reliance would not be a factor. This is not the typical situation where an15

employer and an employee a re at odds over the employee’s right to benefits; here, the administra

tor seeks guidance on interpreting the Pl an to determine

who the appropriate benef

iciaries are am

ong competing bene

ficiaries. Rel

iance is relevant only when an esto

ppel principle is pre sent, such as when a n employee asserts he or she is entitled to benefits under the langua ge of a summ

ary plan descr

iption and the employer contends that a plan document control s and precludes ben efits. “[T]o pre vent an employ

er from enfor

cing the terms o f a plan that are in consistent with those of the pla

n summary

, a beneficiary

must prove reli

ance on the summary.” Branch v. G. Be rnd Co. , 955 F.2d 1574, 1579 (11th Cir. 1992). The district court

did not err by con

cluding that the life insurance benefits are to be distribute

d under a beneficia

ry designation tha

t is acceptable unde

r the Plan document. There is no issue a s to Mr. Kennedy ’s reliance on certain language in the Summary Plan Description, as there is no conflict betwee n that passage and its analog in the Plan docum ent. III. The district court

correctly inte

rpreted the Liber

ty Mutual policy

to allow Mr. Kennedy’ s will to serve as a beneficiary d

esignation for the G

eorgia-Pacific executive life insurance policy. Mr. Kennedy set forth his intended beneficiaries in his signed will , and following his d eath, the will was filed wit h Georgia-Pacific. Accordingly,

the will qualified a

s an acceptable al

ternative change not

ice. The5 The Plan provides: “An employe e may chan

ge the Benef

iciary . . . [w

ith] acceptable written notice . . . filed with [Georgia-Pacific]. The change . . . will take effect from the date the employee signed the notice.” 16 district court also c

orrectly enfo

rced the Plan by

declaring Mr. K

ennedy’s wil

l to be the controlling desi

gnation. The will

was effective a

s of the date of its si

gning, and it was the lates

t designation Mr. K

ennedy execute

d before his death. 5 “The award of benefit

s under any ERI SA plan is governed i n the first instance

by the language of the plan itself.” Lockhart v. Unite d 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 paym ents are made). IV. Barbara Kennedy

argues that the distr

ict court erred in “drawing infe rences” as to Mr. Kennedy ’s intent because intent is a factual question not appropria tely decided on summ

ary judgm

ent. The record

does not support her as sertion. The legal questions decide

d by the district c

ourt were whethe

r the Plan allowed

for the will to serve as a v

alid beneficiary

designation and, if s o, whether the w ill was the last beneficiary

designation Mr. Ke

nnedy executed.The district court did not attempt to infe

r Mr. Kennedy ’s intent in answe ring either of these

questions. The only referenc e to intent in the lega l section of the distr

ict court’s order

came in a conclusory sente

nce: “Thus, I

give full effect t

o the terms of t

he Will as it ref

lects Mr. Kennedy’ s consistent expressi on of his intent to leave

his insurance benef

its17

to his wife, Mary Beth Kennedy, and each of his four children.” T he district court did not improperl

y rely on a f

inding of a disputed fa

ct to reach a legal

conclusion. Finally, Mar

y Beth Kennedy

urges alternative

grounds to affirm. She argues that the Sum

mary Pla n Description is not va

lid and thus there can

be no conflict between the documents, and she urges us to apply the federal comm on law doctrine of substanti

al compliance to give effect to the beneficiary d

esignation in Mr. Kennedy’ s will. Our deci sion obviates the need t o discuss these argum

ents. The judgment is AFFIRMED.