HAVLIK v. UNIVERSITY OF CHICAGO (2026)

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 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 under 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, 117 S.Ct. 1754, 138 L.Ed.2d 45 (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 time during the applicable election period to waive the qualified joint and survivor annuity form of benefit.” § 1055(c)(1)(A)(i). To protect the interests of spouses, however, such a waiver is effective only if:

(i) the spouse of the participant consents in writing 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 effect 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 authorize an agent to give valid consent to a waiver of a survivor benefit on behalf of a surviving spouse. State statutes governing 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 Finances and Property Act, found in Chapter 244 of the Wisconsin statutes.

Chapter 244 differentiates between specific and general authority granted under a power of attorney. Wisconsin law 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 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 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.

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 participant 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 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 survivor annuity rights under the plan. While the plans discuss only the required spousal consent to waive qualified preretirement 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 explicit, 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 designation 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.

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 authority 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, however, grant Davies the explicit power to waive Valerie's survivor 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.

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, Davies 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 proceed 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 governing 1998 beneficiary designation form would split the value of Edward's retirement accounts between his trust and, 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 alternative claim for negligence against TIAA.

The district court granted defendants' motions for summary 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.

II. Analysis

We review the district court's summary judgment decision de novo. Packaging Corp. of America Thrift Plan for Hourly Employees 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, discretion 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, 109 S.Ct. 948, 103 L.Ed.2d 80 (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 apply 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 plaintiffs' alternative claims for breach of fiduciary duty and negligence. 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 explicitly 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, addresses the question of when a power of attorney properly vests the agent with the authority to consent to waiver of survivor 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 analysis 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, including 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.

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 another form of payment, including a lump-sum distribution, by submitting a qualified election form to TIAA. A valid qualified election would have required the same spousal consent that applied to beneficiary changes under the plans—an express, 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 determine 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 Designated 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 expectancy of the oldest then living beneficiary of said trust, or, in the case of benefits payable to several individuals, over the life expectancy of the oldest of such individuals), or in any other manner 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 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 designating 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 identified 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 designated 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 Edward 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 alternative 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 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., 400 Wis.2d 417, 970 N.W.2d 1, 4 (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 permitted alternative forms of distribution, and that the plan benefits 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) applies.

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, 286 Wis.2d 252, 706 N.W.2d 110, 118 (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, 271 Wis.2d 633, 681 N.W.2d 110, 124 (2004) (Sykes, J.) (“[S]tatutory 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 benefit. It makes sense, as one of plaintiffs' estate attorneys correctly noted in the district court, that principals treat the authority to waive spousal survivor benefit rights differently than the authority to take many other retirement-related actions. The Wisconsin statute expressly placed waiver of a spouse's right to be a beneficiary of a joint and survivor annuity in the only subsection requiring an express grant of authority under a power of attorney. That placement signaled clearly that, consistent with ERISA, spousal waiver of survivor 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 instructions to Davies, permitting him to “name or change the beneficiary or beneficiaries under any life insurance policies, individual retirement accounts, qualified retirement accounts, ․ 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 interpretation 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) retirement 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 facially 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 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 requirements.³

B. Motion for Certification

Plaintiffs have also moved to certify the following question to the Wisconsin Supreme Court:

Does Wis. Stat. § 244.41[(1)](f) require an express grant of authority to an agent designated by a principal under a Wisconsin power of attorney 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 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.

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 administration.” Gobeille v. Liberty Mutual Insurance Co., 577 U.S. 312, 320, 136 S.Ct. 936, 194 L.Ed.2d 20 (2016), quoting Egelhoff, 532 U.S. at 148, 121 S.Ct. 1322.

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. Even though TIAA is not a fiduciary under the plans, plaintiffs' negligence claim is still preempted by ERISA.⁵

The district court's judgment is AFFIRMED.

FOOTNOTES

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 attorney.(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 authority 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 described in sub. (1), unless the power of attorney otherwise 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 designation, disclaimer, or otherwise.(b) Exercise authority under a power of attorney to create in an individual to whom the agent owes a legal obligation of support, an interest in the principal's property, whether by gift, right of survivorship, beneficiary designation, 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 overlap, 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 authority is exercised or the power of attorney is executed in this state.(7) An act performed by an agent pursuant to a power of attorney 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.

2.   Here is the full text of Wis. Stat. § 244.51:(1) In this section, “estates, trusts, and other beneficial interests” means a trust, probate estate, guardianship, conservatorship, 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, language in a power of attorney granting general authority with respect to estates, trusts, and other beneficial interests authorizes the agent to do all of the following:(a) Accept, receive, receipt for, sell, assign, pledge, or exchange a share in or payment from an estate, trust, or beneficial interest.(b) Demand or obtain money or another thing of value to which the principal is, may become, or claims to be, entitled by reason of an estate, trust, or beneficial interest, by litigation or otherwise.(c) Exercise for the benefit of the principal a presently exercisable general power of appointment held by the principal.(d) Initiate, participate in, submit to alternative dispute resolution, settle, oppose, or propose or accept a compromise 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 compromise with respect to litigation to remove, substitute, or surcharge a fiduciary.(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 reduction in or modification of a share in or payment from an estate, trust, or beneficial interest.

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 attorney properly delegated authority to waive spousal rights to survivor benefits 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, 141 S.Ct. 474, 208 L.Ed.2d 327 (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, 121 S.Ct. 1322, 149 L.Ed.2d 264 (2001). Accordingly, ERISA preemption does not apply here.

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 fiduciary, 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 existence 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 documents and entity's actions indicating authority to determine fiduciary status under ERISA). Our analysis of plaintiffs' claim for breach of fiduciary duty therefore proceeds against only the university.

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 miscalculation 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 connected 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, 136 S.Ct. 936. 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.

Hamilton, Circuit Judge.