Metropolitan Life Insurance Company, a New York corporation v. Eileen M. Parker, aka Eileen Marrero

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
 METROPOLITAN LIFE INSURANCE
COMPANY, a New York
corporation,
Plaintiff,
v.
EILEEN M. PARKER, aka Eileen
Marrero,
Defendant-Appellant, No. 03-16518
 ANITA PIETROFITTA; ESTATE OF D.C. No.
SCOTT PARKER, by and through its CV-01-00881-JAT
personal representative.
Defendants-Appellees,
and
ZACHARY DRY, a minor child by
and through his natural mother
and guardian Lisa Dry,
Defendant. 
1281

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 METROPOLITAN LIFE INSURANCE
COMPANY, a New York
corporation,
Plaintiff,
v.
EILEEN M. PARKER, aka Eileen
Marrero, No. 03-16620
Defendant-Appellee, D.C. No.
 ANITA PIETROFITTA, CV-01-00881-JAT
Defendant-Appellant, OPINION
and
ZACHARY DRY, a minor child by
and through his natural mother
and guardian Lisa Dry; ESTATE OF
SCOTT PARKER, by and through its
personal representative.
Defendants. 
Appeal from the United States District Court
for the District of Arizona
James A. Teilborg, District Judge, Presiding
Argued and Submitted
June 15, 2005—San Francisco, California
Filed February 2, 2006
Before: Richard C. Tallman, Jay S. Bybee, and
Carlos T. Bea, Circuit Judges.
Opinion by Judge Bybee
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COUNSEL
Richard M. Waugh, Richard M. Waugh, Ltd., Phoenix, Ari-
zona, for defendant-appellant Eileen Marrero.
Candess J. Hunter and Isabel M. Humphrey, Phoenix, Ari-
zona, for defendant-appellee/cross-appellant Anita Pietrofitta.
David L. Haga and Jennifer R. Houde, Gallagher & Kennedy,
P.A., Phoenix, Arizona, for defendant-appellee estate of Scott
Parker.
Kevin J. Parker, Snell & Wilmer, Phoenix, Arizona, for
defendant-appellee Zachary Dry.
OPINION
BYBEE, Circuit Judge:
This is a cautionary tale for ERISA administrators. We are
met with three claimants to an ERISA-governed life insurance
policy held by the decedent, Scott Parker: Anita Pietrofitta,
his widow; Eileen Marrero, his ex-wife; and the Estate of
Scott Parker, which represents Zachary Dry, a son born to a
third woman five months after Parker died. Metropolitan Life
Insurance Company (“MetLife”) declared the policy proceeds
owing but could not identify the proper beneficiary and filed
this action in interpleader in the District of Arizona. We nar-
row the field from three to two and remand to the district
court for further findings of fact.
I. BACKGROUND AND PROCEEDINGS
The Employee Retirement Income Security Act
(“ERISA”), 29 U.S.C. § 1001 et seq. governs the administra-
tion of employer-provided benefit pension plans. Congress
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passed the Act to protect the interests of the participants in
these plans and their designated beneficiaries and to provide
employers with uniform guidelines and rules regarding the
administration of benefit plans. See 29 U.S.C. §§ 1001(a)-(c),
1001b(a)-(c). The two most basic components of any ERISA
plan are the plan administrator and the plan documents. The
plan administrator is a fiduciary charged with the duty to
administer the benefit plan “in accordance with the documents
and instruments governing the plan insofar as such documents
and instruments are consistent [with ERISA].” 29 U.S.C.
§ 1104(a)(1)(D). The fiduciary is responsible for paying bene-
fits to the “beneficiary,” who is a “person designated [1] by
a participant, or [2] by the terms of an employee benefit
plan.” 29 U.S.C. § 1002(8).
Scott Parker worked for Bank of America and participated
in the Bank of America Group Benefits Program at the time
of his death. Through the program, Parker obtained an insur-
ance policy from MetLife for $120,000 in basic life insurance
benefits and $337,000 in additional option benefits, for a total
life insurance coverage of $457,000. Bank of America’s plan
was subject to ERISA.
Parker and Eileen Marrero married in 1981. In 1990, Parker
executed a will leaving his entire estate to Marrero, provided
that she survived him for longer than four months. On Octo-
ber 11, 1991, Marrero filed a Petition for Dissolution of Mar-
riage in the Superior Court of Maricopa County in Arizona,
and Parker accepted service of the petition four days later.
Just two weeks later, on October 29, 1991, Parker executed a
Beneficiary Designation and Change Form to distribute his
ERISA benefits. Under the line to designate the “Primary
Beneficiary(ies),” there were five boxes to be filled in:
“Name,” “Relationship to You,” “Relationship Code,” “% of
Benefits to be Allocated,” and “Social Security Number (if
available).” The box labeled “Relationship Code” referred to
six codes listed at the bottom of the page: “SP-Spouse,” “CH-
Child(ren),” “PA-Parent,” “TR-Trust,” “ES-Estate,” and “OT-
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Other.” Parker filled in three of the five boxes. On the line for
“Name” he wrote “As Indicated in My Will.” In the space
provided under “Relationship Code” he wrote “ES” for estate.
He then allocated 100% of his benefits and left the remaining
two boxes—“Relationship to You” and “Social Security
Number”—blank. No will was attached to the beneficiary
designation form, which Bank of America accepted without
objection.
On December 20, 1991, the State of Arizona dissolved Par-
ker and Marrero’s marriage pursuant to her petition for disso-
lution. Eight years later, in 1999, Parker married Anita
Pietrofitta. Parker died on July 21, 2000, and as far as the par-
ties can document, failed to revise or alter his 1990 will or his
1991 beneficiary designation form.
In probate proceedings in Arizona, the Maricopa County
Superior Court ruled that the testamentary devise under Par-
ker’s 1990 will was revoked by operation of Arizona’s
divorce revocation statute, ARIZ. REV. STAT. § 14-2804. The
court then found that, there being no will, Parker died intes-
tate. The court awarded Parker’s estate to Pietrofitta. See
ARIZ. REV. STAT. § 14-2102(1). A wrinkle appeared when Par-
ker’s son from a different relationship was born on December
6, 2000, more than five months after Parker’s death. The court
amended the order of intestacy and declared Zachary Dry, the
recently born son, an heir of Parker’s and entitled to one-half
of Parker’s separate property and all of Parker’s undivided
one-half community property share.
Although the record is silent on this point, it appears that
the ERISA plan administrators at Bank of America had no
clue how to distribute Parker’s insurance proceeds. MetLife
filed this interpleader action in the District of Arizona to
determine the proper beneficiary of Parker’s life insurance
benefits. It named Pietrofitta, Marrero, Dry and other poten-
tial claimants as defendants. The district court dismissed
MetLife from the action and awarded MetLife attorneys’ fees.
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Three parties filed summary judgment motions, none of
whom disputed the underlying facts of the litigation. The par-
ties disagreed as a matter of law as to whether the plan bene-
fits should be paid to: (1) Marrero under the testamentary
devise in Parker’s will pursuant to his designation that bene-
fits be paid “As Indicated [by his] Will”; (2) Parker’s Estate
as indicated by his designation of “ES” or “Estate” under the
“Relationship Code” box on the beneficiary designation form;
or (3) Pietrofitta as Parker’s surviving wife in accordance
with the default plan documents.
The district court held that, although Parker wrote “As Indi-
cated in My Will” as the name of the only beneficiary on the
beneficiary designation form, that designation is not a person
under ERISA because it does not designate an “individual” or
one of the statutorily defined beneficiaries in 29 U.S.C.
§§ 1002(8)-(9). Since Parker had written “ES” in the “Rela-
tionship Code” portion of the beneficiary designation form,
however, the district court found that the designation of his
estate was consistent with Parker’s designation of “As Indi-
cated in My Will.” Accordingly, the district court found that
“Parker designated his Estate as the beneficiary of the [plan]
benefits.” The district court also noted that its “finding [was]
consistent with ERISA policies because the plan administrator
would have to look only at the plan documents—not the Will
or state law—in paying the Policy benefits to the designated
beneficiary.”
Both Marrero and Pietrofitta appeal the decision of the dis-
trict court.
II. JURISDICTION AND STANDARD OF REVIEW
The district court had jurisdiction pursuant to the inter-
pleader statute, 28 U.S.C. § 1335; State Farm Fire & Cas. Co.
v. Tashire, 386 U.S. 523, 535 (1967), and the presence of a
federal question, 28 U.S.C. § 1331. We have jurisdiction to
review final district court orders, including the denial of Mar-
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rero’s and Pietrofitta’s Motions for Summary Judgment, and
the grant of the Estate’s Motion for Summary Judgment. See
28 U.S.C. § 1291; Bosley Med. Inst., Inc. v. Kremer, 403 F.3d
672, 675-76 (9th Cir. 2005).
We review de novo an order granting summary judgment.
Ellison v. Robertson, 357 F.3d 1072, 1075 (9th Cir. 2004).
We also review de novo the district court’s interpretation of
an ERISA insurance policy’s language. Shaver v. Operating
Eng’rs Local 428 Pension Trust Fund, 332 F.3d 1198, 1201
(9th Cir. 2003); Cisneros v. UNUM Life Ins. Co., 134 F.3d
939, 942 (9th Cir. 1998). We review the district court’s find-
ings of fact for clear error. Mont. Right to Life Ass’n v. Eddle-
man, 343 F.3d 1085, 1090 (9th Cir. 2003).
III. ANALYSIS
[1] We are asked to determine the proper beneficiary of
Parker’s benefit plan. Under ERISA, a beneficiary is deter-
mined in one of two ways: it is designated by the participant
or by the terms of an employee benefit plan. The facts of this
case involve the unfortunate situation where neither the par-
ticipant, nor the beneficiary designation form clearly desig-
nate the beneficiary. Our task is further complicated by
ERISA’s silence on how ERISA plan administrators are to
determine the proper designee in situations where they are
presented with conflicting or ambiguous designations. While
ERISA does not specifically address these situations, there are
general provisions and directives that guide us in our resolu-
tion of the issue.
[2] As in any determination of the award of benefits under
any ERISA plan, we begin with an examination of the gov-
erning plan documents. ERISA requires a benefit plan to
“specify the basis on which payments are made to and from
the plan.” 29 U.S.C. § 1102(b)(4). It requires the fiduciary to
administer the plan “in accordance with the documents and
instruments governing the plan,” 29 U.S.C. § 1104(a)(1)(D),
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and to make payments to a “beneficiary designated by a par-
ticipant, or by the terms of a plan,” 29 U.S.C. § 1002(8). A
“beneficiary” is defined as “a person designated by a partici-
pant, 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) (emphasis added). “Person” is subsequently defined
as “an individual, partnership, joint venture, corporation,
mutual company, joint-stock company, trust, estate, unincor-
porated organization, association, or employee organization.”
29 U.S.C. § 1002(9).
Beyond ERISA’s general requirement that a fiduciary
administer the plan in accordance with the plan documents, 29
U.S.C. § 1104(a)(D)(1), we have little to guide us in this par-
ticular case. We have had this matter thrust upon us through
the device of interpleader precisely because the plan fidu-
ciaries do not know how to distribute the proceeds from Par-
ker’s insurance policy. We take, then, as our task to
determine, first, whether Parker made an unambiguous desig-
nation of a beneficiary and, second, if he did not, whether the
plan documents provide a default beneficiary. See 29 U.S.C.
§ 1002(8).
We thus turn to Parker’s beneficiary designation form,
most of which Parker failed to complete. There are two items
on the form relevant to the disposition of this case: Parker
listed “ES” (code for “Estate”) in the “Relationship Code”
box, and in the box directly to the right, entitled “Name,” Par-
ker listed “As Indicated in My Will.” We must determine
whether one, neither, or the two designations read together
establish a beneficiary cognizable under ERISA.
[3] First, Parker’s designation of “ES” in the “Relationship
Code” box is not a valid designation. The district court con-
cluded that the designation was valid because an estate is a
valid “person” for purposes of determining a beneficiary
under sections 1002(8) and (9). By themselves, however, the
relationship codes do not identify a beneficiary; rather, they
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identify categories of persons or entities who might be benefi-
ciaries. The relationship codes describe the relationship of the
named beneficiary to the plan participant and serve to classify
or clarify the named beneficiary.1 While an estate is a “per-
son” under section 1002(9), and consequently can be a benefi-
ciary under section 1002(8), the relationship code “Estate” is
capable of representing a number of things and cannot, by
itself, unambiguously designate a beneficiary. See BLACK’S
LAW DICTIONARY 586-89 (8th ed. 2004) (discussing a variety
of meanings.). Thus, for reasons that will become clear in this
case, it is not clear that the relationship code “Estate” refers
to the same thing as “estate” in 29 U.S.C. § 1002(9). Conse-
quently, we disagree with the district court’s conclusion that
the relationship code “ES” designated a valid beneficiary.
[4] Second, Parker’s reference to “As Indicated In My
Will” does not designate a legally valid beneficiary because
it is ambiguous. We simply cannot determine Parker’s
intended beneficiary from these words. It is impossible to tell,
for example, whether Parker intended that the beneficiaries
identified in the will receive his benefit proceeds only if the
will was held valid in probate or whether he intended the pro-
ceeds to reach the beneficiaries irrespective of the will’s
validity. This case illustrates the problem perfectly. Although
Pietrofitta claims that there is a second will, only one will has
been discovered. Under the 1990 will, Marrero would be the
beneficiary of the proceeds. But under Arizona law, that will
is invalid, and the Arizona courts have declared Parker intes-
tate. By simply referring to his will—without referring to the
date of the will, attaching a copy, or otherwise identifying the
document—Parker left us to muse over whether he wanted his
beneficiaries to take the proceeds under a document called a
“will” or under his will, as provided by law. The answers to
these questions point us in contrary directions.
1The relationship codes may be very useful. If, for example, a plan par-
ticipant named “Mary Smith” as his beneficiary, the code might clarify
whether Mary Smith was the participant’s wife (“SP” for spouse) or his
mother (“PA” for parent).
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[5] The district court determined that, by referring to his
“will,” Parker had not referred to a “person” recognized under
29 U.S.C. §§ 1002(8), (9). Although we agree with the district
court that the words “As Indicated in My Will” do not liter-
ally refer to a “person” under ERISA, we think the district
court’s analysis was too narrow. ERISA is silent on the man-
ner in which the designation of a beneficiary is made. Conse-
quently, such determinations are left by the governing terms
of the benefit plan. We see nothing in ERISA that precludes
incorporation by reference, so that a plan participant could,
for example, designate his beneficiaries by referring to a list,
even though “list” is not a “person” defined in section 1002(9).2
We conclude that Parker’s attempted incorporation fails not
because incorporation by reference is, per se, inconsistent
with ERISA, but because the reference does not clearly iden-
tify the beneficiaries. We therefore agree with the district
court’s conclusion that the designation “As Indicated in My
Will” is ineffective; however, we do so on different grounds.
[6] Considering the phrase “As Indicated in My Will”
together with relationship code “ES” only adds to the confu-
sion. An estate may, of course, pass through a valid will.
Since Parker’s will is not valid, however, his estate will pass
through Arizona’s intestate succession laws, and not through
his will. We cannot give effect to both of Parker’s instructions
because the proceeds pass to one party under the will and a
different set of parties under his estate.
The Supreme Court’s decision in Egelhoff v. Egelhoff, 532
U.S. 141 (2001), does not affect our analysis. In Egelhoff,
David Egelhoff, the plan participant, designated his then-wife
2Here, however, is one lesson of our cautionary tale: plan administrators
disserve both plan participants and beneficiaries when they accept a bene-
ficiary designation that does not unambiguously identify the beneficiaries.
If plan administrators will accept a designation by reference, they would
be well advised to require that plan participants either attach the docu-
ments referred to or otherwise clearly identify where they may be found.
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Donna, as his beneficiary. Shortly after they were divorced,
David died in a car accident. David’s children from a prior
marriage argued that, by virtue of the divorce, Donna was dis-
qualified by Washington law from receiving the proceeds.
The Court ruled that ERISA preempted the Washington stat-
ute and that state law cannot “bind[ ] ERISA plan administra-
tors to a particular choice of rules for determining beneficiary
status.” Id. at 147. The Court emphasized that national unifor-
mity was ensured by “ERISA’s commands that a plan shall
‘specify the basis on which payments are made to and from
the plan,’ § 1102(b)(4).” Id.; see also Branco v. UFCW-N.
Cal. Employers Joint Pension Plan, 279 F.3d 1154 (9th Cir.
2002) (holding that ERISA preempted a state court order
awarding spousal interest in an employee’s pension proceeds).
Nothing that we have said here is contrary to Egelhoff. We
have referred to Arizona probate proceedings to make clear
how Parker’s reference to his “will” and his relationship code,
“ES,” led to contradictory conclusions. We have held only
that we cannot determine whether Parker intended to give
effect to Arizona’s laws when he designated his beneficiary
by incorporating by reference his will. Unlike the Washington
law at issue in Egelhoff, Arizona has not forced the hand of
plan administrators or this court; no Arizona law precludes
the administrator of this benefit plan from determining the
proper beneficiary. See Egelhoff, 532 U.S. at 148; Liberty Life
Assurance Co. v. Kennedy, 358 F.3d 1295, 1300 (11th Cir.
2004) (permitting beneficiaries to be designated through a
will); id. (“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 policy-
holders are informed of the means and the plan administrator
complies with its fiduciary obligations, ERISA is not impli-
cated.”).
[7] Overall, we are presented with a situation where Parker
has made an invalid beneficiary designation on his beneficiary
designation form. His attempted designation, therefore, fails.
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When a plan participant fails to identify a beneficiary, we
must turn to the governing plan documents to ascertain the
default beneficiary. See 29 U.S.C. § 1002(8) (“ ‘[B]ene-
ficiary’ means a person designated by a participant, or by the
terms of an employee benefit plan.”). Here, however, the par-
ties dispute which of two plans found in the record was in
effect at the time of Parker’s death. Pietrofitta argues that a
Boatmen’s Bancshares, Inc. policy was in effect at the time of
Parker’s death, and that it makes the decedent’s spouse the
default beneficiary.3 In contrast, the Estate argues that a Bank
of America plan was in effect at the time of Parker’s death,
and that it establishes the decedent’s estate as the default benefi-
ciary.4 Although the parties advanced these arguments in their
opening summary judgment pleadings and at the motions
hearing before the district court, the district court did not
make a finding of fact as to which plan was in effect at the
time of Parker’s death.5 The court referred to the Bank of
America plan in its general order, but because of its disposi-
tion, never reached the question of which plan governed for
purposes of determining a default beneficiary. We cannot tell
from the two plan documents in the record their effective
dates or how, if at all, they govern Parker’s designation. We
therefore remand to the district court to make a factual finding
3That policy reads: “If no beneficiary is named or no beneficiary sur-
vives the insured individual, proceeds shall be payable in the following
order to: 1) the spouse, if living . . . .”
4The Bank of America employee handbook provides: “If you die and no
beneficiary designation is in effect as to any part of the insurance, or if
there is no designated beneficiary then living with respect to any part of
the insurance, the insurance company may, at its option, pay such part to
your estate.”
5At oral argument, counsel for Pietrofitta argued, and counsel for the
Estate seemed to concede, that the Estate did not argue below that the
Bank of America plan governed and that the argument has been waived.
The Estate plainly attached a copy of the Bank of America handbook to
its first summary judgment pleading. Documents from both the Boatmen’s
plan and the Bank of America plan are in the record before us. Moreover,
counsel for the Estate at the district court’s motions hearing argued that
the Bank of America plan governed. The argument has not been waived.
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as to which plan governed at the time of Parker’s death and
to determine the default beneficiary.
IV. CONCLUSION
The judgment is reversed, and we remand for further pro-
ceedings, consistent with this opinion. Each party to this
appeal shall bear its own costs.
REVERSED and REMANDED.
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