Becker v. Williams

Decision Date28 January 2015
Docket NumberNo. 13–35069.,13–35069.
Citation777 F.3d 1035
PartiesLawrence M. BECKER, as fiduciary of the Xerox Corporation Savings Plan and Xerox Corporation Retirement Income Guarantee Plan, Plaintiff, Carmen Stephanie Mays–Williams, Defendant–Appellee, v. Asa WILLIAMS, Jr., as personal representative of the Estate of Asa Willie Williams, Defendant–Appellant.
CourtU.S. Court of Appeals — Ninth Circuit

777 F.3d 1035

Lawrence M. BECKER, as fiduciary of the Xerox Corporation Savings Plan and Xerox Corporation Retirement Income Guarantee Plan, Plaintiff,
Carmen Stephanie Mays–Williams, Defendant–Appellee,
v.
Asa WILLIAMS, Jr., as personal representative of the Estate of Asa Willie Williams, Defendant–Appellant.

No. 13–35069.

United States Court of Appeals,
Ninth Circuit.

Argued and Submitted May 15, 2014.
Filed Jan. 28, 2015.


[777 F.3d 1036]


Steven P. Krafchick, Krafchick Law Firm PLLC, Seattle, Wash., argued the cause and filed the briefs for the Defendant–Appellant.
With him on the briefs was Lisa V. Benedetti, Krafchick Law Firm PLLC, Seattle, Wash.

Marcia P. Ellsworth, Peterson Russell Kelly, PLLC, Bellevue, Wash., argued the cause and filed a brief for the DefendantAppellee. With her on the brief was Merryn B. DeBenedetti, Peterson Russell Kelly, PLLC, Bellevue, Wash.


Appeal from the United States District Court for the Western District of Washington, Benjamin H. Settle, District Judge, Presiding. D.C. No. 3:11–cv–05830–BHS.
Before: DIARMUID F. O'SCANNLAIN, MARSHA S. BERZON, and RICHARD C. TALLMAN, Circuit Judges.

OPINION

O'SCANNLAIN, Circuit Judge:

We must decide whether a decedent succeeded in his attempt to ensure that his son—and not his ex-wife—received the benefits to which his employer's retirement plans entitled him.

I
A

When he retired in October 2004, Asa Williams, Sr., (“Asa, Senior”) had worked

[777 F.3d 1037]

for the Xerox Corporation for over thirty years. He participated in various benefit programs that Xerox maintained for its employees, including the Xerox Retirement Income Guarantee Plan (the “RIGP”) and the Xerox Savings Plan (the “Savings Plan,” and, together with the RIGP, collectively, the “Xerox Plans”), both of which are subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq.

Asa, Senior, married Carmen Mays–Williams (“Carmen”) in January 1993. In 2002, he formally designated Carmen as his beneficiary under the Xerox Plans. Following his divorce from Carmen in 2006, he attempted to change his designated beneficiary under the Xerox Plans from his now ex-wife Carmen to his son from an earlier marriage, Asa Williams, Jr., (“Asa, Junior”). Specifically, in July 2007, Asa, Senior, “telephonically undesignated” Carmen as his beneficiary under the RIGP, and indicated that he wanted his son as beneficiary instead. Asa, Senior, gave similar telephonic instructions with respect to the RIGP in February 2008 and with respect to both Xerox Plans in January 2011. In each instance, following the telephone conversation with Xerox, Asa, Senior, received, but did not sign and return, beneficiary designation forms requesting that he confirm his selection of his son as beneficiary.

On May 16, 2011, Asa, Senior, died.

B

A month later, Carmen wrote to Xerox claiming to be her ex-husband's beneficiary under the Xerox Plans. Asa, Junior, likewise asserted a right to the plan proceeds. Rather than resolve the competing claims, the fiduciary of the Xerox Plans interpleaded the two parties in federal district court seeking its determination as to the proper beneficiary. Carmen moved for summary judgment, asserting that because Asa, Senior, failed to fill out and to return the beneficiary designation forms, he did not properly designate Asa, Junior, as beneficiary in her place.

The district court granted Carmen's motion for summary judgment, and declined, on the subsequent motion of Asa, Junior, to reconsider its judgment. Asa, Junior, filed a timely notice of appeal.

C

The Xerox Retirement Income Guarantee Plan Agreement (the “RIGP Agreement”) provides the terms and procedures under which Xerox extends retirement benefits to qualified employees, including the procedure for designating a beneficiary. By its terms, unmarried participants “shall designate” a beneficiary, and “may change [the] designation of beneficiary from time to time.” A married participant, in contrast, before “designat[ing] one other than his Spouse as beneficiary,” must first obtain “the requisite spousal consent complying in every respect with regulations promulgated by the Secretary of the Treasury.” The Agreement also bestows upon the plan administrator the discretion to “construe and interpret the provisions of the Plan, determine all questions of fact, and make rules and regulations under the Plan to the extent deemed advisable or helpful.”

The Xerox Retirement Income Guarantee Plan Summary Plan Description (the “RIGP SPD,” or “SPD”) similarly notes that, while unmarried participants “can name anyone [they] want to be the beneficiary of any death benefit that may become payable,” ERISA restricts married participants from freely designating beneficiaries. 29 U.S.C. § 1055(c)(2). Specifically, the SPD explains that if a married participant age 35 or older wishes to designate a beneficiary other than his wife, he must “submit [his] spouse's written and notarized consent to do so on forms avail

[777 F.3d 1038]

able....” The SPD does not outline any further requirements for designating a beneficiary. Rather, it explains that a participant “may visit the Your Benefits Resources web site ... or call the Xerox Benefits Center ... to complete or change [his] beneficiary designation at any time.” Elsewhere, the SPD explains that, upon the death of an unmarried participant, “a valid beneficiary designation must be on file with the Xerox Benefits Center prior to ... death,” or Xerox will disburse benefits to the participant's estate.

The Xerox Savings Plan Agreement (together with the RIGP Agreement, collectively, the “Plan Agreements”) was not in the record before the district court at the time of Carmen's motion for summary judgment. Rather, Carmen attached five pages of “excerpts” from the Agreement as an exhibit to her response to a subsequent motion for reconsideration. These excerpts—which do not include a signature page, a date of adoption, or any authentication besides the affidavit of Carmen's attorney—outline a similar procedure for beneficiary designations to the one described in the RIGP Agreement. They also delegate to the plan administrator the authority “to prescribe such schedules or forms which he deems necessary or helpful to carry out the purposes of the Plan....”

The Xerox Savings Plan Summary Plan Description (the “Savings Plan SPD,” and, together with the RIGP SPD, collectively, the “SPDs”) contains similar language to the RIGP SPD regarding beneficiary designations, except that the Savings Plan SPD omits any reference to any required “form,” even when describing the restrictions on a married participant's freedom to designate beneficiaries.

II

An ERISA fiduciary must distribute benefits “in accordance with the documents and instruments governing the plan.” 29 U.S.C. § 1104(a)(1)(D). In granting summary judgment in favor of Carmen, the district court determined that the beneficiary designation forms themselves constituted “plan documents” which Asa, Senior, needed to sign and to return in order to change his beneficiary designation. Asa, Junior, disputes this determination, and argues that the beneficiary forms do not constitute “plan documents.”

A

In Kennedy v. Plan Administrator for DuPont Savings & Investment Plan, 555 U.S. 285, 129 S.Ct. 865, 172 L.Ed.2d 662 (2009), the Supreme Court declined to decide whether the category of “documents and instruments governing the plan” described in § 1104(a)(1)(D) included beneficiary designation forms such as those at issue in this case. Id. at 304, 129 S.Ct. 865. Nor have we yet addressed the question.1 Thus, whether such beneficiary

[777 F.3d 1039]

forms constitute “plan documents” presents this court with a question of first impression.

We draw guidance from our previous interpretation of a similar ERISA provision, 29 U.S.C. § 1024(b)(4). See Hughes Salaried Retirees Action Comm. v. Adm'r of the Hughes Non–Bargaining Ret. Plan, 72 F.3d 686 (9th Cir.1995) (en banc). Under § 1024(b)(4), plan administrators are required, upon the request of a participant or beneficiary, to provide...

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