CourtListener opinion 10440385

Evidence quotes

Clean opinion text

IN THE UNITED STATES DISTRICT COURT 
 FOR THE WESTERN DISTRICT OF TENNESSEE 
 EASTERN DIVISION 

UNUM LIFE INSURANCE COMPANY OF ) 
AMERICA, ) 
 ) 
 Plaintiff, ) 
 ) 
v. ) No. 1:19-cv-02719-STA-jay 
 ) 
SHEILA G. WILLIS, TREVOR WILLIS, ) 
MARCIA ADAMS, MICHAEL HUGHES, ) 
VIRGINIA KING, EDGAR WILLIS, ) 
 ) 
 Defendants. ) 
______________________________________________________________________________ 

ORDER DENYING MOTION FOR SUMMARY JUDGMENT AND GRANTING 
 MOTION FOR SUMMARY JUDGMENT 
______________________________________________________________________________ 

 Before the Court is Sheila G. Willis' Motion for Summary Judgment (ECF No. 64) filed 
on October 1, 2020; the Response in Opposition (ECF No. 71) filed by Edgar Willis, Trevor Willis, 
and Virginia King; Trevor Willis', Virginia King's, and Edgar Willis' Motion for Summary 
Judgment (ECF No. 69) filed on October 13, 2020; and the Response in Opposition (ECF no. 74) 
filed by Sheila Willis. 
 BACKGROUND 
 This matter concerns competing claims on the proceeds of a life insurance policy issued by 
Unum Life Insurance Company of America (Unum). Unum filed its Complaint in Interpleader on 
October 23, 2019. The Complaint, as amended (ECF No. 34), names as Defendants Sheila G. 
Willis, Trevor Willis, Marcia Adams, Michael Hughes, Virginia King, and Edgar Willis, all 
putative claimants to some or all of the life insurance proceeds.1 According to the Complaint, 
Unum issued a life insurance policy to Craig T. Willis through Mr. Willis's employer UGN, Inc. 
(Compl. ¶¶ 13, 14.) Mr. Willis passed away on June 20, 2019, thereby triggering Unum's 
obligation to pay basic life insurance benefits in the amount of $61,000 and supplemental life 

insurance benefits in the amount of $122,000. (Id. ¶¶ 19, 20.) The distribution of said benefits is 
now at issue. 
 On October 26, 2005, Craig Willis made the following designations for his life and 
supplemental life insurance policies: Sheila Willis, his wife, to receive fifty percent (50%); 
Virginia Johnson, his mother, to receive fifteen percent (15%); Edgar Willis, his son, to receive 
fifteen percent (15%); and Trevor Willis, his son, to receive twenty percent (20%). (ECF No. 74-
1.) Craig and Sheila Willis divorced on October 31, 2012. The Marital Dissolution Agreement 
provides, in pertinent part: 
 D. Insurance: The Husband has a life insurance policy through Unum Life 
 Insurance Company. The Wife is currently named as the beneficiary of this policy 
 and both parties agree that the Wife shall remain as the beneficiary of this policy 
 for as long as he has this policy. (Amended Complaint ECF No. 34). 

Defendants allege that, on December 12, 2012, a fax was sent to Sheila Willis' attorney, requesting 
that the life insurance provision of the Marital Dissolution Agreement be changed to read: 
 D. Insurance: The Husband has life insurance policy through Unum Life Insurance 
 Company. Both parties agree that the Wife shall remain as one of the beneficiaries 
 in the amount of fifty percent (50%) of this policy for as long as he has this policy. 
 (ECF No. 69, Exhibit A). 

 1 The pleadings also name Express Funeral Funding, LLC as a Defendant. On March 30, 
2020, the Court granted Unum's Motion for Default Judgment against Express Funeral Funding 
after the company failed to answer or enter an appearance. 
Following the divorce, two beneficiary change forms were submitted to Unum. The changes left 
Sheila Willis' fifty percent designation unchanged, while altering the distribution of the remaining 
fifty percent. (Compl. ¶¶ 3, 4.) Virginia King gave sworn testimony, stating that she completed 
and signed the beneficiary forms at the direction of Craig Willis, who was a quadriplegic at the 

time. (ECF No. 67 ¶¶ 7,12,21.) According to Defendants, a note from Craig Willis' tablet dated 
March 7, 2019 was found that outlined the division of Craig Willis' life insurance benefits 
according to the most recent beneficiary change form. (Id. ¶ 30.) 
 Sheila Willis now moves for summary judgment, requesting that this Court find that she is 
entitled to the entirety of the death benefit paid into the court by Unum. Ms. Willis argues that the 
MDA's language is "clear and unambiguous" in designating her as "the beneficiary" of Mr. Willis' 
life insurance proceeds. That unambiguous language gives Ms. Willis a vested interest as a 
constructive trust over the death benefits which nullifies the designations on any beneficiary forms 
made prior to and after the MDA. Trevor Willis, Edgar Willis, and Virginia King likewise move 
for summary judgment and request that the Court limit Sheila Willis to fifty percent of the Unum 

insurance proceeds. They argue that the insurance provision of the MDA is ambiguous, and that 
the parties' intent was to maintain Ms. Willis' status as fifty percent beneficiary, as stipulated in 
the policy agreement. 
 STANDARD OF REVIEW 
 Under Federal Rule of Civil Procedure 56(a), a party is entitled to summary judgment if 
the party "shows that 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); see Celotex Corp. v. Catrett, 477 U.S. 317, 
322 (1986). The Supreme Court has stated that "[t]hough determining whether there is a genuine 
issue of material fact at summary judgment is a question of law, it is a legal question that sits near 
the law-fact divide." Ashcroft v. Iqbal, 556 U.S. 662, 674 (2009). In reviewing a motion for 
summary judgment, a court must view the evidence in the light most favorable to the nonmoving 
party. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986). A court does 
not engage in "jury functions" like "credibility determinations and weighing the evidence." 

Youkhanna v. City of Sterling Heights, 934 F.3d 508, 515 (6th Cir. 2019) (citing Anderson, 477 
U.S. at 255). Rather, the question for the Court is whether a reasonable juror could find by a 
preponderance of the evidence that the nonmoving party is entitled to a verdict. Anderson, 477 
U.S. at 252. In other words, the Court should ask "whether the evidence presents a sufficient 
disagreement to require submission to a jury or whether it is so one-sided that one party must 
prevail as a matter of law." Id. at 251–52. Summary judgment must be entered "against a party 
who fails to make a showing sufficient to establish the existence of an element essential to that 
party's case, and on which that party will bear the burden of proof at trial." Celotex, 477 U.S. at 
322. 
 ANALYSIS 

 Unum's life insurance policy falls under the Employee Retirement Income Security Act 
(ERISA). Generally, ERISA completely preempts most state laws, and divorce decrees purporting 
to affect the benefits payable under an ERISA plan are not exempt. 29 U.S.C. § 1144(a); Unicare 
Life & Health Ins. Co. v. Craig, 157 F. App'x 787, 791 (6th Cir.2005). However, if a divorce 
decree counts as a qualified domestic relations order ("QDRO"), it is exempt from ERISA's 
coverage. 29 U.S.C. § 1056(d)(3). In this instance, the Court need not decide whether the Divorce 
Decree qualifies as a QDRO, as the Sixth Circuit has noted that "once the benefits [of an ERISA 
employee welfare benefit plan] have been released to the properly designated beneficiary, the 
district court has the discretion to impose a constructive trust upon those benefits in accordance 
with applicable state law if equity so requires." Cent. States, S.E. & S.W. Areas Pension Fund. v. 
Howell, 227 F.3d 672, 679 (6th Cir.2000). Here, the Court has permitted Unum to deposit the life 
insurance benefit into the Court's funds and Unum has done so. Therefore, because Unum 
properly released the benefits, the Court turns to Tennessee law to determine whether to impose a 

constructive trust. See Gray v. Aetna Life Ins. Co., No. 11-2204-STA-DKV, 2012 WL 1252572, 
at *2 (W.D. Tenn. Apr. 13, 2012). 
 In Tennessee, "[e]quity regards that as done which in good conscience ought to be 
done." Holt v. Holt, 995 S.W.2d 68, 71 (Tenn.1999) (quoting McCann Steel Co. v. Third Nat. 
Bank, 47 Tenn.App. 287, 337 S.W.2d 886, 891 (Tenn.Ct.App.1960)). Tennessee courts exercise 
their equitable jurisdiction to impose constructive trusts, to "protect persons legally mandated to 
be listed as beneficiaries of a life insurance policy." Id. at 72. Tennessee courts have held that 
a divorce decree mandating an individual to be listed as a beneficiary of a life insurance policy 
existing at the time of the decree vests in that individual an equitable interest in the designated 
policy, and the deprivation of that interest requires the creation of a constructive trust. See 

e.g. Goodrich v. Massachusetts Mut. Life Ins. Co., 34 Tenn.App. 516, 240 S.W.2d 263 
(Tenn.Ct.App.1951); Herrington v. Boatright, 633 S.W.2d 781 (Tenn.Ct.App.1982). However, a 
constructive trust is an extraordinary remedy that requires clear and convincing evidence that such 
a remedy is warranted. Estate of Cowling v. Estate of Cowling, 109 Ohio St.3d 276, 847 N.E.2d 
405, 411 (2006); See Colonial Life & Accident Ins. Co. v. Estate of Stewart, 819 F. App'x 318, 322 
(6th Cir. 2020). 
 Here, Ms. Willis' equitable interest in the Unum life insurance policy vested upon being 
designated as a beneficiary in the divorce decree. The question before the Court is the scope of 
Ms. Willis' interest. Although Ms. Willis argues that the contract language in the divorce 
agreement is unambiguous, the Court finds that certain contract terms, which define the ambit of 
Ms. Willis' equitable interest, are indeed ambiguous. 
 A marital dissolution agreement is a contract and as such generally is subject to the rules 
governing construction of contracts. Johnson v. Johnson, 37 S.W.3d 892, 896 (Tenn. 

2001), abrogated by Howell v. Howell, 137 S. Ct. 1400, 197 L. Ed. 2d 781 (2017) (reversed on 
other grounds). "A cardinal rule of contractual interpretation is to ascertain and give effect to 
the intent of the parties." Allmand v. Pavletic, 292 S.W.3d 618, 630 (Tenn. 2009) citing Allstate 
Ins. Co. v. Watson, 195 S.W.3d 609, 611 (Tenn. 2006). Courts must look at the plain meaning of 
the words in a contract to determine the parties' intent and, where the plain meaning is ambiguous, 
"the court must apply established rules of construction to determine the intent of the parties." 
Allstate Ins. Co., 195 S.W.3d 609, 611 citing Planters Gin Co. v. Fed. Compress & Warehouse 
Co., 78 S.W.3d 885, 890 (Tenn. 2002). "This determination of the intention of the parties is 
generally treated as a question of law because the words of the contract are definite and undisputed, 
and in deciding the legal effect of the words, there is no genuine factual issue left for a jury to 

decide." 5 Joseph M. Perillo, Corbin on Contracts, § 24.30 (rev. ed.1998); Doe v. HCA Health 
Services of Tenn., Inc., 46 S.W.3d 191, 196 (Tenn.2001); Planters Gin Co. v. Fed. Compress & 
Warehouse Co., 78 S.W.3d 885, 890 (Tenn. 2002). 
 Ambiguity does not arise merely because parties to a contract have differing interpretations 
of certain provisions; a contract is ambiguous if its meaning can fairly be understood in more ways 
than one. Id. "Only if ambiguity remains after the court applies the pertinent rules of construction 
does [the legal meaning of the contract] become a question of fact" appropriate for a jury. Planters 
Gin Co. v. Fed. Compress & Warehouse Co., 78 S.W.3d 885, 890 (Tenn. 2002) citing Smith v. 
Seaboard Coast Line R.R. Co., 639 F.2d 1235, 1239 (5th Cir.1981). 
 Ms. Willis argues that the meaning of the marital dissolution agreement is clear and 
unambiguous, because it identifies Ms. Willis as "the beneficiary of this policy" [the life insurance 
policy through Unum], the singular use of the word "the" implying the exclusion of any other 
beneficiaries. However, in construing a contract, "one clause may modify, limit or illuminate 

another." Maggart v. Almany Realtors, Inc., 259 S.W.3d 704 (Tenn. 2008) (quoting Cocke Cnty. 
Bd. of Highway Comm'rs v. Newport Utils. Bd., 690 S.W.2d 231, 237 (Tenn.1985)); BSG, LLC v. 
Check Velocity, Inc., 395 S.W.3d 90, 93 (Tenn. 2012). It then follows that the Court also does not 
read portions of a contract provision in isolation and that phrases or words within a single provision 
may act to illuminate others. Further, the Court recognizes that plain and ordinary meaning is not 
necessarily equivalent to semantic meaning. Therefore, when reading the clause at issue in the 
instant contract, the Court applies common sense and the rules of interpretation to achieve the 
overarching purpose of contract interpretation – ascertaining and giving effect to the intent of 
both contracting parties at the time that the parties entered into the agreement. See Individual 
Healthcare Specialists, Inc. v. BlueCross BlueShield of Tennessee, Inc., 566 S.W.3d 671, 694 

(Tenn. 2019) (noting the balance between textualist and contextualist principles that Tennessee 
courts have attempted to strike to give voice to the intent of parties to a contract). 
 The contract clause at issue states: 
 D. Insurance: The Husband has a life insurance policy through Unum Life 
 Insurance Company. The Wife is currently named as the beneficiary of this policy 
 and both parties agree that the Wife shall remain as the beneficiary of this policy 
 for as long as he has this policy. (Amended Compl. ECF No. 34). 

(Emphasis added). Ms. Willis' assertion that this contract intended for her to be the sole 
beneficiary of the Unum policy is not clearly supported by the text. The clause correctly identifies 
that Mr. Willis [the Husband] had a life insurance policy through Unum. However, the statement 
that Ms. Willis [the Wife] "is currently" the beneficiary and that she "shall remain" the beneficiary 
for as long as she has this policy, appears to be in conflict with an interpretation of this language 
that supports Ms. Willis' position of being the sole beneficiary. Those phrases imply a 
continuation of Ms. Willis' status at the time of the contract.2 Determining that status compels the 

Court to examine extrinsic evidence. 
 Tennessee judges have long used extrinsic evidence of the context and 
 circumstances at the time the parties entered into the contract to facilitate 
 interpretation of contract terms in accord with the parties intent… in interpreting a 
 fully integrated contract, extrinsic evidence may be used to put the written terms of 
 the contract into context, but it may not be used to vary, contradict or supplement 
 the contractual terms in violation of the parol evidence rule. 

566 S.W.3d 671, 688. Reviewing the designation form attached by Mr. Edgar Willis to his motion 
to be added as a defendant in this case, Craig Willis submitted said designation form to his 
employer, UGN, Inc., on October 26, 2005, the day that the Craig Willis obtained the policy, 
designating Sheila Willis as the fifty percent beneficiary of his Unum life insurance proceeds. 
(ECF No. 28-1.) Ms. Willis stipulates to the validity of this designation form and does not present 
evidence to suggest that her designation was changed in the time leading up to the MDA. (ECF 
No. 74-1.) Therefore, at the time of the MDA's drafting, Ms. Willis was the beneficiary of fifty 
percent of the Unum insurance benefit. Indeed, Ms. Willis remained a fifty percent beneficiary 
for the rest of the Insured's life. The two beneficiary change forms submitted to Unum after the 
MDA was entered maintain Ms. Willis' fifty percent designation while changing the designations 
of other beneficiaries. (ECF No. 34, Ext. D.) There is also, although the Court does not weigh it 
as heavily as other evidence, the sworn testimony of Virginia King, who states that Craig Willis 
intended for Sheila Willis to receive fifty percent of the Unum life insurance proceeds, as evinced 

2 Remain is defined as "To continue unchanged." Merriam-Webster Online Dictionary (2020) 
(www.merriamwebster.com (derived from Merriam-Webster's Collegiate Dictionary 11th ed.)). 
by his directing her to sign the beneficiary change forms and the note on his tablet found after his 
death. (ECF No. 67.) In short, the Court has several persuasive pieces of extraneous evidence that 
indicate the intent of the parties to the MDA to designate Ms. Willis as the fifty percent beneficiary 
of the contract, but no evidence of intent in favor of Ms. Willis' position aside from the ambiguous 

language of the MDA and her own position. And the language of the MDA is ambiguous. The 
mere fact that the MDA refers to Ms. Willis as "the beneficiary" does not necessarily exclude the 
existence of other beneficiaries.3 
 Ms. Willis relies in part upon Hinkle v. Estate of Harman. However, the facts of Hinkle 
can be readily distinguished from the instant case. In Hinkle, a husband made his wife a 
beneficiary of his company-sponsored life insurance. They subsequently entered into an MDA 
which stated, in relevant part: 
 The Husband shall continue to maintain and pay the Primerica Li[f]e Insurance 
 Policy No. 13171515 and the life insurance presently maintained through his 
 employment with Bi-Lo. The Wife shall be maintained as beneficiary with the 
 parties' two minor sons to be equal alternative beneficiaries in the event the Wife 
 predeceases the Husband. 

Hinkle v. Estate of Hartman, No. E200601052COAR3CV, 2007 WL 700973, at *1 (Tenn. Ct. 
App. Mar. 8, 2007). The policy lapsed when the husband left his employment at Bi-Lo. When he 
rejoined the company, the husband purchased more life insurance coverage, designating his new 
wife and sons as beneficiaries. The question in Hinkle was not, as here, whether the first wife was 
the full beneficiary of the husband's first life insurance policy, but whether the husband was 

3 Merriam-Webster provides over sixteen definitions for the article "the," including "used as a 
function word before a proper name to indicate the distinctive characteristics of a person or thing" 
and "used as a function word to indicate that a following noun or noun equivalent is definite or 
has been previously specified by context or by circumstance." Merriam-Webster Online Dictionary 
(2020) (www.merriamwebster.com (derived from Merriam-Webster's Collegiate Dictionary 11th 
ed.)). 
required to maintain the first Bi-Lo policy and whether the wife had a vested right in what she 
would have received in the absence of the policy's lapse. Whether the wife was the sole 
beneficiary of the policy referenced in the MDA was not in doubt – she was designated as such in 
the policy agreement, important context to the MDA. Moreover, the MDA in Hinkle is more 

specific than the one at bar – it names the wife as beneficiary and specifies the alternates should 
the wife predecease the husband. The extra specificity reduces the ambiguity in the MDA. Ms. 
Willis' reliance on Dossett v. Dossett is also misplaced. In that case, the MDA stipulated that the 
insured's children would be the beneficiaries of an unspecified insurance policy. The beneficiary 
named under that policy at the time of the drafting of the MDA was the ex-wife, and later, the new 
wife. Dossett by Dossett v. Dossett, 712 S.W.2d 96, 98 (Tenn. 1986). Therefore, the terms of the 
MDA contradicted the policy agreement, unlike the instant case, in which the MDA can be read 
in harmony with the Unum policy agreements at the time the MDA was signed and through Craig 
Willis' death. 
 The Court next applies the interpretive doctrine of contra proferentum which holds that 

any contractual ambiguities should be construed against the drafter. Here, the drafter is Ms. Willis 
through counsel, as parties stipulated to the fact that Craig Willis was unrepresented during the 
MDA proceedings and that Ms. Willis' attorney drafted the MDA. The ambiguity in the contract 
as relates to the scope of Ms. Willis' interest in the Unum policy should therefore be construed 
against Ms. Willis and in favor of the position that she was only intended to be the fifty percent 
beneficiary. 
 Based upon the cumulative weight of the above, including the extraneous evidence giving 
context to the MDA, and reading the contract consistent with common sense, it can be deduced 
that the intent of the parties was that Ms. Willis should be the fifty percent beneficiary and 
consequently Ms. Willis only vested in fifty percent of the benefit upon Craig Willis' death. The 
Court must therefore decline to impose a constructive trust in favor of Ms. Willis, finding that 
there is not clear and convincing evidence to support the Court applying the extraordinary remedy 
of a constructive trust. 

 CONCLUSION 
 For the forestated reasons, the Court is constrained to DENY Ms. Sheila Willis' Motion 
for Summary Judgment and will GRANT the Motion for Summary Judgment filed by Edgar 
Willis, Trevor Willis, and Virginia King. 
 IT IS SO ORDERED. 
 s/ S. Thomas Anderson 
 S. THOMAS ANDERSON 
 CHIEF UNITED STATES DISTRICT JUDGE 

 Date: January 13, 2021