Nancy Lyon Havlik v. University of Chicago

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 25-2821
NANCY LYON HAVLIK, ALICE T. LYON, and ROSS T. LYON, Indi-
vidually and as Trustees of the Edward S. Lyon Trust,
Plaintiffs-Appellants,
v.
U
NIVERSITY OF CHICAGO, et al.,
Defendants-Appellees.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 1:23-cv-02342 — Edmond E. Chang, Judge.
____________________
ARGUED APRIL 16, 2026 — DECIDED JULY 20, 2026
____________________
Before HAMILTON, LEE, and TAIBLESON, Circuit Judges.
HAMILTON, Circuit Judge. The federal Employee
Retirement Income Security Act of 1974 (ERISA) requires
covered pension plans to provide a plan participant’s
surviving spouse with a qualified benefit. 29 U.S.C. § 1055(a).
Any change to that survivor benefit before the participant’s
death is subject to strict spousal consent requirements in
Section 1055(c). The central issue in this suit for ERISA

2 No. 25-2821
benefits is whether an attempt to change the rights of a
surviving spouse by a person acting under a Wisconsin grant
of a power of attorney satisfied those strict requirements. The
district court found that Wisconsin law required a specific,
express grant of power that the power of attorney did not
contain. The court therefore granted summary judgment to
the plans and other defendants who refused to implement the
attempted change. We affirm, and we also decline to certify a
proposed question to the Wisconsin Supreme Court.
I. Background
A. Statutory and Regulatory Background
ERISA safeguards the interests of employee benefit plan
participants. Protecting spousal rights to pension benefits un-
der those plans is also a key objective of the statute. Those
spousal rights are codified in Section 205 of ERISA, 29 U.S.C.
§ 1055, as amended by the Retirement Equity Act of 1984, Pub.
L. No. 98-397, 98 Stat. 1426, 1429–33. See Boggs v. Boggs, 520
U.S. 833, 843 (1997) (“The statutory object of ... § 1055[] is to
ensure a stream of income to surviving spouses.”).
Under Section 1055(a), covered pension plans must
provide a survivor annuity to the surviving spouse of a vested
participant who predeceases his spouse. Many plans set
specific start dates by which the distribution of benefits must
begin. If the participant dies before that start date, the
surviving spouse is entitled to a qualified preretirement
survivor annuity. § 1055(a)(2). Or, as here, where the
participant dies after that start date, the surviving spouse is
entitled to a qualified joint and survivor annuity. § 1055(a)(1).
A benefit in the form of a joint and survivor annuity is the
default benefit, but a plan participant has the option “at any

No. 25-2821 3
time during the applicable election period to waive the quali-
fied joint and survivor annuity form of benefit.”
§ 1055(c)(1)(A)(i). To protect the interests of spouses, how-
ever, such a waiver is effective only if:
(i) the spouse of the participant consents in writ-
ing to such election,
(ii) such election designates a beneficiary (or a
form of benefits) which may not be changed
without spousal consent (or the consent of the
spouse expressly permits designations by the
participant without any requirement of further
consent by the spouse), and
(iii) the spouse’s consent acknowledges the ef-
fect of such election and is witnessed by a plan
representative or a notary public.
§ 1055(c)(2)(A). In other words, a married participant cannot
freely change beneficiary designations or waive spousal
benefits under an ERISA-governed plan. He must instead first
receive consent from his spouse in compliance with the
statute.
ERISA is silent as to whether a power of attorney may au-
thorize an agent to give valid consent to a waiver of a survivor
benefit on behalf of a surviving spouse. State statutes govern-
ing the scope of powers of attorney can provide a separate
source of authorization. Here the scope of such authority is
governed by Wisconsin’s Uniform Power of Attorney for Fi-
nances and Property Act, found in Chapter 244 of the Wiscon-
sin statutes.
Chapter 244 differentiates between specific and general
authority granted under a power of attorney. Wisconsin law

4 No. 25-2821
allows an agent under a power of attorney to “[w]aive the
principal’s right to be a beneficiary of a joint and survivor
annuity, including a survivor benefit under a retirement
plan” “only if the power of attorney expressly grants the
agent the authority.” Wis. Stat. § 244.41(1)(f).
1
A more general

1
Here is the full text of Wis. Stat. § 244.41:
(1) An agent under a power of attorney may do any of the
following on behalf of the principal or with the principal’s
property only if the power of attorney expressly grants the
agent the authority and the exercise of that authority is not
otherwise prohibited by another agreement or instrument to
which the authority or property is subject:
(a) Create, amend, revoke, or terminate an inter vivos
trust.
(b) Make a gift.
(c) Create or change rights of survivorship.
(d) Create or change a beneficiary designation.
(e) Delegate authority granted under the power of attor-
ney.
(f) Waive the principal’s right to be a beneficiary of a joint
and survivor annuity, including a survivor benefit under
a retirement plan.
(g) Exercise fiduciary powers that the principal has au-
thority to delegate.
(h) Disclaim property, including a power of appointment.
(i) Access the content of an electronic communication, as
defined in [Wis. Stat. §] 711.03(6), sent or received by the
principal.
(2) Notwithstanding a grant of authority to do an act de-
scribed in sub. (1), unless the power of attorney otherwise

No. 25-2821 5
grant of authority, however, “with respect to estates, trusts,
and other beneficial interests” authorizes the agent to
“[r]eject, renounce, disclaim, release, or consent to a reduction

provides, an agent who is not a spouse or domestic partner of
the principal, may not do any of the following:
(a) Exercise authority under a power of attorney to create
in the agent an interest in the principal’s property,
whether by gift, right of survivorship, beneficiary desig-
nation, disclaimer, or otherwise.
(b) Exercise authority under a power of attorney to create
in an individual to whom the agent owes a legal obliga-
tion of support, an interest in the principal’s property,
whether by gift, right of survivorship, beneficiary desig-
nation, disclaimer, or otherwise.
(3) Subject to subs. (1), (2), (4), and (5), if a power of attorney
grants to an agent the authority to do all acts that a principal
could do, the agent has the general authority described in
[Wis. Stat. §§] 244.44 to 244.56.
(4) Unless the power of attorney otherwise provides, a grant
of authority to make a gift is subject to [Wis. Stat. §] 244.57.
(5) Subject to subs. (1), (2), and (4), if the subjects over which
authority is granted in a power of attorney are similar or over-
lap, the broadest authority controls.
(6) Authority granted in a power of attorney is exercisable
with respect to property that the principal has when the
power of attorney is executed or acquires later, whether or not
the property is located in this state and whether or not the au-
thority is exercised or the power of attorney is executed in this
state.
(7) An act performed by an agent pursuant to a power of at-
torney has the same effect and inures to the benefit of and
binds the principal and the principal’s successors in interest
as if the principal had performed the act.

6 No. 25-2821
in or modification of a share in or payment from an estate,
trust, or beneficial interest.” § 244.51(2)(i).
2
The parties
disagree as to which provision applies in this case.

2
Here is the full text of Wis. Stat. § 244.51:
(1) In this section, “estates, trusts, and other beneficial inter-
ests” means a trust, probate estate, guardianship, conserva-
torship, escrow, or custodianship or a fund from which the
principal is, may become, or claims to be, entitled to a share
or payment.
(2) Unless the power of attorney otherwise provides, lan-
guage in a power of attorney granting general authority with
respect to estates, trusts, and other beneficial interests author-
izes the agent to do all of the following:
(a) Accept, receive, receipt for, sell, assign, pledge, or ex-
change a share in or payment from an estate, trust, or ben-
eficial interest.
(b) Demand or obtain money or another thing of value to
which the principal is, may become, or claims to be, enti-
tled by reason of an estate, trust, or beneficial interest, by
litigation or otherwise.
(c) Exercise for the benefit of the principal a presently ex-
ercisable general power of appointment held by the prin-
cipal.
(d) Initiate, participate in, submit to alternative dispute
resolution, settle, oppose, or propose or accept a compro-
mise with respect to litigation to ascertain the meaning,
validity, or effect of a deed, will, declaration of trust, or
other instrument or transaction affecting the interest of
the principal.
(e) Initiate, participate in, submit to alternative dispute
resolution, settle, oppose, or propose or accept a compro-
mise with respect to litigation to remove, substitute, or
surcharge a fiduciary.

No. 25-2821 7
B. Factual Background and Procedural History
1. Retirement Plans
In reviewing a grant of summary judgment to defendants,
we recount the facts in the light most favorable to the
plaintiffs. Hendricks-Robinson v. Excel Corp., 154 F.3d 685, 692
(7th Cir. 1998). From 1960 to 1996, Edward Lyon, a University
of Chicago doctor, was a participant in the university’s
contributory and supplemental retirement plans. Both plans
were ERISA-qualified Section 403(b) retirement plans
overseen by the university in its capacity as the plans’
administrator and fiduciary. Teachers Insurance and Annuity
Association of America (TIAA) served as the recordkeeper of
both plans. For purposes of this appeal, there was no relevant
difference between the plans.
The plans’ default form of payment for a married partici-
pant was a 50% joint and survivor annuity with his spouse.
This form of benefit “provides payments at regular intervals
for the life of the Participant and upon the Participant’s
death, ... provides payments at regular intervals for the life of

(f) Conserve, invest, disburse, or use anything received
for an authorized purpose.
(g) Transfer an interest of the principal in real property,
stocks and bonds, accounts with financial institutions or
securities intermediaries, insurance, annuities, and other
property to the trustee of a revocable trust created by the
principal as settlor.
(h) Sign a waiver or consent in a probate matter.
(i) Reject, renounce, disclaim, release, or consent to a re-
duction in or modification of a share in or payment from
an estate, trust, or beneficial interest.

8 No. 25-2821
the [surviving] spouse that are equal to 50% of the amount
paid to the Participant during his or her lifetime.” The plans
allowed the participant the right to change the designated
beneficiary “at any time by executing and filing with the
Recordkeeper a new designation of beneficiary.”
As required by ERISA, both plans required a participant
wishing to designate a beneficiary other than his spouse to
submit a written spousal waiver of the spouse’s qualified sur-
vivor annuity rights under the plan. While the plans discuss
only the required spousal consent to waive qualified prere-
tirement survivor annuity benefits, both ERISA and the TIAA
beneficiary designation form also require spousal consent to
waive qualified joint and survivor annuity benefits. See 29
U.S.C. § 1055(c)(1)(A)(i).
The plans’ requirements for spousal waiver track closely
the requirements of Section 1055. The consent must be ex-
plicit, in writing, and notarized, must acknowledge the effect
of the designation, and must be renewed for each beneficiary
change unless the spouse designates otherwise. The designa-
tion and accompanying spousal consent must also be made
before the participant’s death. The plans mandate the same
spousal consent for any change to the form of the benefit,
which the plans call a “qualified election.” Spousal consent to
a qualified election is required, for example, if the participant
seeks to change the form of payment from the default joint
and survivor annuity to a lump-sum distribution. The plans
do not address expressly whether an agent acting under a
power of attorney may consent to spousal waiver on behalf of
the spouse.

No. 25-2821 9
2. Beneficiary Designations
In 1998, Edward Lyon properly designated his wife
Valerie Lyon and the Edward S. Lyon Trust as beneficiaries of
his accounts under both plans. The beneficiary designation
form, which contained Valerie’s notarized spousal consent as
required by the plans and Section 1055, created a formula that
divided the value of Edward’s accounts between Valerie and
his trust. Critical to this appeal, Edward’s 1998 designation
did not make a qualified election changing the form of benefit
to be paid out. It instead allowed both designated
beneficiaries to withdraw the benefits “in any [] manner
permitted by law.” TIAA accepted Edward’s beneficiary
designation form.
In May 2014, Edward amended his trust to create a marital
trust, a family trust, and thirty-six separate trusts, one for each
of his and Valerie’s grandchildren. That same day, Valerie
executed a Wisconsin statutory form power of attorney to
appoint her son- in-law, Daniel Davies, as her attorney-in-fact.
A Wisconsin form power of attorney specifies categories of
authority the principal grants to her agent (also called an
attorney-in-fact), allowing that agent to act on the principal’s
behalf in regard to those categories. See Wis. Stat. § 244.02.
Valerie’s power of attorney contained a “general grant of
authority,” giving Davies authority to act on Valerie’s behalf
across a range of listed subjects. The power of attorney also
contained various “special instructions” granting Davies au-
thority to make certain changes on her behalf, including to
“name or change the beneficiary or beneficiaries under
any ... qualified retirement accounts ... and all other assets,
accounts, or interests in which I have the right to name or
change a beneficiary.” The power of attorney did not, how-

10 No. 25-2821
ever, grant Davies the explicit power to waive Valerie’s survi-
vor annuity benefits from any of Edward’s retirement plans.
This case centers on one critical document: a beneficiary
change form submitted by Edward in November 2019, a few
weeks before he died. Edward sought to designate as primary
beneficiaries the trust accounts of his thirty-six grandchildren,
which would be established upon his death pursuant to his
trust. The form no longer designated Valerie as a primary
beneficiary. As required by the plans and ERISA, the form
also contained a page requiring notarized spousal consent
“[i]f you are married and have not designated your spouse as
a primary beneficiary for at least 50% of your pre-retirement
death benefit.” The spousal consent said in full: “With this
consent, I voluntarily and irrevocably give up my right to a
death benefit that I may be entitled to under the plan or
applicable laws and regulations. I recognize that any death
benefit payable under the plan will be paid to the beneficiaries
as described on this form.” Davies, acting as Valerie’s
attorney-in-fact, signed the 2019 spousal consent form on
Valerie’s behalf and attached the 2014 authorization of power
of attorney to the form.
3. Rejection of the 2019 Form
Edward passed away on December 15, 2019, shortly after
Davies submitted the beneficiary change form on his behalf.
At the time of Edward’s death, his retirement benefits under
the plans totaled approximately $1.2 million. On December
27, 2019, TIAA rejected the beneficiary form as deficient due
to an apparent lack of signature. Valerie passed away a year
later, on December 20, 2020.

No. 25-2821 11
Plaintiffs never received TIAA’s rejection letter, which was
delivered to an address that was no longer valid. Through a
series of calls between Davies and TIAA in 2020 and 2021, Da-
vies learned that Edward’s 2019 beneficiary designation form
had been rejected.
In January 2022, TIAA elaborated on its December 2019
decision, explaining that the change of beneficiary form was
deficient because Valerie’s spousal waiver did not appear to
be valid. TIAA said the underlying power of attorney did not
grant Davies the authority to execute the spousal consent
form on Valerie’s behalf. TIAA noted that plaintiffs could pro-
ceed by making a claim for the death benefits directly to the
university as the plan administrator.
Plaintiffs did just that in February 2022, filing a claim for
benefits with the university. Plaintiffs also submitted a letter
from the attorney who prepared the power of attorney in
support of their claim. Plaintiffs argued that Wisconsin law
required only a general grant of authority to execute a valid
spousal consent to the beneficiary change, and that Valerie’s
power of attorney granted such general authority to Davies.
Plaintiffs also said that, if the 2019 beneficiary designation
form were not accepted, the family would experience
“significant financial loss” by having to pay income tax on
immediate required minimum distributions from Edward’s
accounts. Plaintiffs also offered to sign an indemnification
agreement that would protect defendants from any legal
claims stemming from an acceptance of the 2019 designation
form.
Without the 2019 beneficiary designation form, the gov-
erning 1998 beneficiary designation form would split the
value of Edward’s retirement accounts between his trust and,

12 No. 25-2821
following Valerie’s death, her estate. Both Edward’s trust and
the proceeds of Valerie’s estate would pass in equal shares to
their 12 children rather than directly to their grandchildren.
In May 2022, the university denied plaintiffs’ claim,
concluding that Wisconsin law required a grant of specific
authority for an agent acting under a power of attorney to give
valid consent to waive spousal survivor benefits. The
university found that Valerie’s power of attorney granted
only general authority, not the specific authority that was
needed. The university also outlined the appeals procedure
regarding its decision.
Plaintiffs appealed the decision and provided an
additional legal opinion from a different Wisconsin estate-
planning lawyer. After some back and forth regarding the
new legal opinion, the university denied plaintiffs’ appeal for
the same reasons it previously denied their claim.
In April 2023, plaintiffs filed this suit in federal court
against the University of Chicago, its two retirement plans,
and TIAA, the plans’ recordkeeper. Plaintiffs asserted an
ERISA claim for benefits under 29 U.S.C. § 1132(a)(1)(B), an
alternative claim for breach of fiduciary duty against both the
university and TIAA under 29 U.S.C. § 1132(a)(3), and an al-
ternative claim for negligence against TIAA.
The district court granted defendants’ motions for sum-
mary judgment, agreeing with the university that the power
of attorney lacked a specific grant of authority required to
consent to spousal waiver of survivor benefits and finding no
merit in plaintiffs’ remaining claims. Havlik v. University of
Chicago, 2025 WL 2720677 (N.D. Ill. Sept. 24, 2025). Plaintiffs
have appealed.

No. 25-2821 13
II. Analysis
We review the district court’s summary judgment decision
de novo. Packaging Corp. of America Thrift Plan for Hourly Em-
ployees v. Langdon, 166 F.4th 645, 648 (7th Cir. 2026). Summary
judgment is appropriate when “there is no genuine dispute as
to any material fact and the movant is entitled to judgment as
a matter of law.” Fed. R. Civ. P. 56(a).
The plans gave the university, as plan administrator, dis-
cretion to interpret the terms of the plans. We typically review
plan interpretations that result in denials of benefits under an
arbitrary and capricious standard. Firestone Tire & Rubber Co.
v. Bruch, 489 U.S. 101, 111–15 (1989). We apply a de novo
standard of review, however, when a denial of benefits is
based on an interpretation of law. Sellers v. Zurich American
Insurance Co., 627 F.3d 627, 631 (7th Cir. 2010). The university
ultimately rejected the 2019 form as a matter of law, so we ap-
ply the more stringent de novo standard of review here.
We begin by addressing plaintiffs’ claim for benefits,
which hinges on whether the 2019 beneficiary designation
form contained a valid spousal waiver. We then turn to plain-
tiffs’ alternative claims for breach of fiduciary duty and neg-
ligence. We affirm summary judgment for defendants on all
three claims.
A. Validity of the 2019 Spousal Waiver
Recall that ERISA and the plans’ documents do not explic-
itly address whether an attorney-in-fact may, on the spouse’s
behalf, validly execute a spousal waiver of survivor benefits
due under a retirement plan. Wisconsin law, however, ad-
dresses the question of when a power of attorney properly
vests the agent with the authority to consent to waiver of sur-

14 No. 25-2821
vivor benefits on the spouse’s behalf. If the spousal waiver
failed to comply with Wisconsin’s power of attorney laws,
plaintiffs’ claim for benefits must fail. Accordingly, our anal-
ysis turns on Wisconsin state law on this subject.
1. Wisconsin Power-of-Attorney Laws
Chapter 244 of the Wisconsin statutes governs powers of
attorney in Wisconsin, including the scope of an agent’s
power to perform various actions on the principal’s behalf.
The parties agree that Chapter 244 applies here, but they
disagree as to which section applies to consent to spousal
waiver of survivor annuity benefits. We conclude that
Section 244.41(1)(f) applies here, requiring an express and
specific grant under a power of attorney for an agent to effect
a spousal waiver of survivor annuity benefits under a
retirement plan. Valerie’s power of attorney did not contain
an express grant of power to her agent Davies for such an
action. The 2019 spousal waiver was therefore invalid, and
plaintiffs’ claim for benefits due under the plans fails.
Plaintiffs argue that Section 244.51(2) applies, which lists
various estate-related actions an agent may perform under a
general grant of authority conferred by a power of attorney.
Defendants argue instead that Section 244.41(1) governs,
which lists actions requiring an express grant of authority.
Section 244.41(1)(f) requires an express grant of authority
from the principal to the agent to “[w]aive the principal’s
right to be a beneficiary of a joint and survivor annuity, in-
cluding a survivor benefit under a retirement plan.” The
threshold question for whether Section 244.41(1)(f) applies on
its face is whether the benefit Valerie sought to waive through
the 2019 form was a joint and survivor annuity.

No. 25-2821 15
The plans’ default form of payment was a “50% joint and
survivor annuity with [the participant’s] spouse as contingent
annuitant.” As noted, Edward could have elected to waive the
default form of payment. He could have chosen instead an-
other form of payment, including a lump-sum distribution,
by submitting a qualified election form to TIAA. A valid qual-
ified election would have required the same spousal consent
that applied to beneficiary changes under the plans—an ex-
press, written, and notarized waiver.
Beyond the 2019 beneficiary designation form at issue in
this appeal, the record contains only one other designation
form, from March 1998. We rely on that 1998 form to deter-
mine the form of payment under Edward’s plans. The 1998
form designated all benefits to Valerie and to Edward’s trust
and contained a section reading:
In withdrawing benefits hereunder, each Desig-
nated Beneficiary shall be entitled to take his,
her or its share of such benefits in a lump sum,
in equal installments over the life expectancy of
such Designated Beneficiary (or, in the case of
benefits payable to a trust, over the life expec-
tancy of the oldest then living beneficiary of said
trust, or, in the case of benefits payable to sev-
eral individuals, over the life expectancy of the
oldest of such individuals), or in any other man-
ner permitted by law.
According to plaintiffs, the 1998 form conclusively
established that Edward elected an alternative lump-sum
distribution of benefits under the plans. But under the plans,
the default form of payment—a joint and survivor annuity—
remained applicable unless and until the participant made a

16 No. 25-2821
qualified election explicitly waiving the default form of
payment by “designat[ing] the form of benefit” and obtaining
express spousal consent to that election.
The 1998 form did not include this waiver. Instead of des-
ignating a new, specific form of benefit, the quoted section of
the 1998 form said that beneficiaries had discretion to choose
among a variety of available benefit distribution methods. In
other words, the 1998 form did not actually change the default
method of payment. It was not a proper qualified election as
required by the plans to be effective. Plaintiffs have not iden-
tified any other evidence showing that Edward and Valerie
made a qualified election for lump-sum payment of benefits.
Accordingly, even after the 1998 form was accepted, the des-
ignated form of payment was still the default form of a joint
and survivor annuity.
Plaintiffs also argue that a joint and survivor annuity is not
the default distribution method under the plans and that Ed-
ward never elected an annuity as the form of benefits. This
argument inverts the plans’ requirements. The plans provide
that benefits would be paid in the form of a joint and survivor
annuity, so a participant had to affirmatively elect any alter-
native form of payment with specific spousal consent.
We now turn back to the two sections of Chapter 244 at
issue. Without evidence of a valid choice by both Edward and
Valerie for payment in a form other than a joint and survivor
annuity, the choice of the applicable statute is clear.
Section 244.41(1)(f) specifically applies to the exact action
Davies sought to perform here. The 2019 designation form
tried to designate his grandchildren’s yet-to-be-created trusts
as the sole beneficiaries of all accounts. So the 2019
designation form tried, in effect, to waive Valerie’s right to be

No. 25-2821 17
a beneficiary of a joint and survivor annuity, mirroring the
text of Section 244.41(1)(f) exactly. See Brey v. State Farm
Mutual Automobile Insurance Co., 970 N.W.2d 1, 4 (Wis. 2022)
(court’s interpretation of statute ordinarily ends at plain
meaning if it is clear ).
To avoid this straightforward result, plaintiffs argue that
Section 244.41(1)(f) does not apply here because the plans per-
mitted alternative forms of distribution, and that the plan ben-
efits were not joint and survivor annuities in their entirety.
But whether or not the plans permitted alternative forms of
distribution does not change the fact that the plans’ default
form of payment, which Edward never expressly changed by
properly electing any alternative form of payment, was a joint
and survivor annuity. By its terms, Section 244.41(1)(f) ap-
plies.
Plaintiffs argue that Section 244.51(2)(i) should apply
instead. Section 244.51 pertains to “estates, trusts, and other
beneficial interests” “from which the principal is, may
become, or claims to be, entitled to a share or payment.” Wis.
Stat. § 244.51(1). The section requires only a general grant of
authority under a power of attorney to “[r]eject, renounce,
disclaim, release, or consent to a reduction in or modification
of a share in or payment from an estate, trust, or beneficial
interest.” § 244.51(2)(i). While Section 244.51(2)(i) would seem
generally to encompass waiver of the spouse’s right to a
survivor annuity benefit, we are not persuaded that this
general language can override the more specific language in
Section 244.41(1)(f) addressing waiver of “the principal’s
right to be a beneficiary of a joint and survivor annuity,
including a survivor benefit under a retirement plan.” See
Marder v. Board of Regents of University of Wisconsin System, 706

18 No. 25-2821
N.W.2d 110, 118 (Wis. 2005) (“generally where a specific
statutory provision leads in one direction and a general
statutory provision in another, the specific statutory
provision controls”).
Insisting on a specific and express grant of authority under
a power of attorney to waive spousal rights makes sense when
Chapter 244 is read as a whole. See Beeler v. Saul, 977 F.3d 577,
585 (7th Cir. 2020) (describing “whole text” canon of statutory
interpretation); State ex rel. Kalal v. Circuit Court for Dane
County, 681 N.W.2d 110, 124 (Wis. 2004) (Sykes, J.) (“[S]tatu-
tory language is interpreted in the context in which it is used;
not in isolation but as part of a whole ....”). Another section
of this statute, Section 244.55, discusses retirement plans, but
it lists only certain actions with regard to retirement plans that
an agent may perform under a grant of general authority.
None involve the waiver of spousal rights to a retirement ben-
efit. It makes sense, as one of plaintiffs’ estate attorneys cor-
rectly noted in the district court, that principals treat the au-
thority to waive spousal survivor benefit rights differently
than the authority to take many other retirement-related ac-
tions. The Wisconsin statute expressly placed waiver of a
spouse’s right to be a beneficiary of a joint and survivor an-
nuity in the only subsection requiring an express grant of au-
thority under a power of attorney. That placement signaled
clearly that, consistent with ERISA, spousal waiver of survi-
vor benefits is an action afforded rigorous protection from
ambiguous waivers.
That analysis takes us to one final question: did Valerie’s
power of attorney grant Davies express authority to perform
this action? Valerie’s power of attorney contained special in-
structions to Davies, permitting him to “name or change the

No. 25-2821 19
beneficiary or beneficiaries under any life insurance policies,
individual retirement accounts, qualified retirement ac-
counts, ... and all other assets, accounts, or interests in which
I have the right to name or change a beneficiary.” Valerie’s
power of attorney did not, however, contain an express grant
vesting Davies with the power to waive her spousal rights to
the survivor annuity benefits under Edward’s retirement
plans. We therefore agree with the district court that Valerie’s
power of attorney was missing the required specific grant of
authority.
We need not reach the university’s more expansive inter-
pretation of Section 244.41(1)(f) to require an express grant of
authority under a power of attorney to waive spousal rights
to any form of benefit payment under a Section 403(b) retire-
ment plan. In other words, our analysis does not require us to
determine the scope of a “joint and survivor annuity” under
Section 244.41(1)(f) or to weigh the parties’ arguments on the
meaning of “including” within that subsection. The benefit at
issue here was a joint and survivor annuity and therefore fa-
cially covered by the statutory language.
2. ERISA Requirements Under 29 U.S.C. § 1055
We turn next to the federal requirements governing
spousal waiver of survivor benefits under a retirement plan,
as set forth in 29 U.S.C. § 1055. That section does not explicitly
address whether an attorney-in-fact may satisfy the statute’s
spousal waiver requirements. Section 1055 does, however,
contemplate situations where the spouse cannot be located or
in which there is no spouse, authorizing the Treasury
Secretary to prescribe additional circumstances under which
the statute’s consent requirements are waived. In those
circumstances, it must be “established to the satisfaction of a

20 No. 25-2821
plan representative that the consent required under
[§ 1055(c)(2)(A)] may not be obtained.” § 1055(c)(2)(B).
Plaintiffs have not argued that one of those circumstances
applies in this case, such that the 2019 waiver was excepted
from Section 1055’s requirements. Plaintiffs instead seem to
presume that if Davies was granted sufficient power under
Valerie’s power of attorney, the waiver also satisfies Section
1055.
Because the 2019 spousal waiver of survivor benefits was
invalid under Wisconsin law, we need not address whether
the waiver separately satisfied Section 1055’s requirements.
And because of this conclusion, we do not decide whether a
spousal waiver validly executed by an agent within the scope
of a power of attorney would also satisfy Section 1055’s re-
quirements.
3

B. Motion for Certification
Plaintiffs have also moved to certify the following ques-
tion to the Wisconsin Supreme Court:
Does Wis. Stat. § 244.41[(1)](f) require an ex-
press grant of authority to an agent designated

3
The Wisconsin statute concerns powers of attorney for finances and
property, a matter separate from regulation of retirement and benefit
plans under ERISA. Though the issue of whether Valerie’s power of attor-
ney properly delegated authority to waive spousal rights to survivor ben-
efits is ancillary to the issue of benefits due here, the state statute does not
itself have an “impermissible connection” with an ERISA plan. See
Rutledge v. Pharmaceutical Care Mgmt. Ass’n, 592 U.S. 80, 86–89 (2020) (state
law affecting costs and incentives of ERISA-governed plans not
preempted by ERISA where it had no impermissible “connection with or
reference to such a plan”), quoting Egelhoff v. Egelhoff, 532 U.S. 141, 147
(2001). Accordingly, ERISA preemption does not apply here.

No. 25-2821 21
by a principal under a Wisconsin power of at-
torney to execute a waiver of the principal’s
spousal right to receive a lump-sum payment of
benefits (non-annuity) under a retirement plan?
This proposed question about waiver of a lump-sum payment
misstates the issue here. Because Section 244.41(1)(f) governs
the spousal waiver of a joint and survivor annuity, an answer
to plaintiffs’ question would not aid in our resolution of this
dispute. See Lyon Financial Services, Inc. v. Illinois Paper &
Copier Co., 732 F.3d 755, 766 (7th Cir. 2013) (identifying “most
important consideration” in evaluating a motion to certify as
uncertainty “about a question of state law that is key to a
correct disposition of the case”). We also elect not to try to
reframe the issue and certify a different question to the state
court. “[F]act specific, particularized decisions that lack
broad, general significance are not suitable for certification to
a state’s highest court.” Woodbridge Place Apartments v.
Washington Square Capital, Inc., 965 F.2d 1429, 1434 (7th Cir.
1992). The validity of the 2019 waiver is a case-specific issue
that turns on the scope of Valerie’s power of attorney and the
type of benefit at issue under the plans. For these reasons, we
deny plaintiffs’ motion to certify the proposed question or
any related question to the Wisconsin Supreme Court.
C. Claims for Breach of Fiduciary Duty and Negligence
We turn next to plaintiffs’ alternative claims for breach of
fiduciary duty under 29 U.S.C. § 1132(a)(3) against both the
university and TIAA and for negligence against TIAA.
Plaintiffs’ remaining ERISA claim is premised on
defendants’ alleged breach of ERISA’s fiduciary obligations.
Specifically, plaintiffs allege that defendants failed to act

22 No. 25-2821
exclusively in the interest of the participant and his
beneficiaries by relying on “an erroneous legal interpretation”
to reject the 2019 form. But this theory of plaintiffs’ claim for
breach of fiduciary duty cannot succeed where, as we have
concluded, the university acted in accordance with the law
and the plans’ requirements. See § 1104(a)(1)(D); § 1132(a)(3).
4

Plaintiffs also argue that the university’s duty of loyalty
under ERISA encompassed an obligation to provide plaintiffs
prompt notice of its rejection of the beneficiary designation
form. Unfortunately, because plaintiffs did not learn of
TIAA’s rejection until 2021, the timing of Edward’s and
Valerie’s deaths did not allow them an opportunity to rectify
the beneficiary designation form’s deficiencies. But plaintiffs
have not identified case law or plan requirements that show
the university’s response time was unreasonable, such that it
breached any duty recognized by ERISA.

4
TIAA is not a fiduciary within the definition of 29 U.S.C. § 1002(21)(A).
The plan documents do not name TIAA as a fiduciary or investment fidu-
ciary, and TIAA’s recordkeeping services agreement explicitly notes its
non-fiduciary status. TIAA first rejected the 2019 spousal waiver form as
missing a signature. It later added that the waiver form was also not
properly executed. The latter denial directed plaintiffs to make a claim for
death benefits directly to the university as plan administrator. But neither
of these rejections shows, nor do plaintiffs explain, how TIAA’s role in
initially reviewing the beneficiary designation form as recordkeeper
amounts to the exercise of a fiduciary duty. See Pohl v. National Benefits
Consultants, Inc., 956 F.2d 126, 129 (7th Cir. 1992) (“ERISA makes the exist-
ence of discretion a sine qua non of fiduciary duty.”); Plumb v. Fluid Pump
Service, Inc., 124 F.3d 849, 854–55 (7th Cir. 1997) (examining plan docu-
ments and entity’s actions indicating authority to determine fiduciary sta-
tus under ERISA). Our analysis of plaintiffs’ claim for breach of fiduciary
duty therefore proceeds against only the university.

No. 25-2821 23
Plaintiffs’ common-law negligence claim fails for the same
reason: TIAA has not breached any duty owed to plaintiffs by
following the law, and plaintiffs have not shown how TIAA’s
response time was unreasonable. More fundamental, though,
plaintiffs’ negligence claim is also preempted by ERISA under
29 U.S.C. § 1144. ERISA preempts state laws and claims with
an impermissible “connection with” ERISA plans, including
those that “govern[] ... a central matter of plan administra-
tion.” Gobeille v. Liberty Mutual Insurance Co., 577 U.S. 312, 320
(2016), quoting Egelhoff, 532 U.S. at 148.
Tracking participants’ beneficiary designations bears
directly on plan administration, a function that TIAA
apparently oversees as part of its recordkeeper duties. That
responsibility is the kind of core plan function for which
ERISA does not allow parallel state-law liability. Halperin v.
Richards, 7 F.4th 534, 553–54 (7th Cir. 2021) (aiding-and-
abetting claims against independent, non-fiduciary appraiser
were preempted by ERISA, in part because appraiser’s
allegedly wrongful actions were central to plan
administration).
Plaintiffs argue that if we find TIAA was not acting as a
fiduciary under the plans, as we have, that critical difference
saves their negligence claim from preemption. But we rejected
this reasoning in Pohl. The plaintiffs there brought a negligent
misrepresentation claim against the administrator, who also
was found not to be a fiduciary. 956 F.2d at 127–29. Even
though plaintiffs would be left with no remedy under ERISA
because the administrator was not a fiduciary, we still found
that the common-law claim was preempted by ERISA “for
reasons grounded in the policy of the statute.” Id. at 128–29.

24 No. 25-2821
Even though TIAA is not a fiduciary under the plans, plain-
tiffs’ negligence claim is still preempted by ERISA.
5

The district court’s judgment is AFFIRMED.

5
Plaintiffs cite Bafford v. Northrop Grumman Corp., 994 F.3d 1020 (9th
Cir. 2021), to support their negligence claim. Bafford reversed dismissal of
plaintiffs’ state-law claims stemming from a recordkeeper’s miscalcula-
tion of ERISA benefits, concluding that those claims were not preempted
by ERISA. 994 F.3d at 1024–25, 1032. The Ninth Circuit determined that
the recordkeeper, as a third-party non-fiduciary, was acting in an ordinary
commercial capacity rather than in an ERISA-regulated capacity. Id. at
1031–32, citing Paulsen v. CNF Inc., 559 F.3d 1061, 1083 (9th Cir. 2009). In
other words, the recordkeeper’s actions in Bafford were insufficiently con-
nected to an ERISA plan to warrant preemption.
ERISA preemption necessarily requires courts to make case-specific
determinations as to when a state statute or claim impermissibly interferes
with ERISA and the uniform administration of ERISA-governed plans.
Gobeille, 577 U.S. at 319–20. TIAA’s alleged negligence here stems directly
from its recordkeeping role, which is central to the function of the
university’s plans. We are not persuaded that, because a different court
reached a different outcome on a different set of facts and laws, we must
reach a different conclusion here.