BENTON, J.
Elizabeth Anne O'Brien appeals the summary, declaratory, partial
On May 4, 1990, Prudential Insurance Company (Prudential) issued the life insurance policy in question under which—as is customary, see 29 BERTRAM HARNETT & IRVING I. LESNICK, APPLEMAN ON INSURANCE § 180.08 (2d ed. 2006) ("[I]n most life insurance policies the right to change the beneficiary is reserved.")—Mr. Todd, as the policy's owner, was free to change beneficiaries. Insofar as pertinent, the policy provided only:
On October 18, 1999, Mr. Todd executed a Prudential form
After Mr. Todd died on September 28, 2007, internal Prudential emails sent October 26 and 27, 2007, stated that the policy's beneficiaries were Madison and Heather Todd, but also said that Prudential needed to confirm the beneficiaries of record, and that an April 17, 1996, change
In response to the complaint for declaratory judgment Ms. O'Brien filed against Robert and Tonya Hurst (the adoptive parents of Heather Ashley Todd), Carol Todd, the decedent's ex-wife and mother of Madison Anne Todd, and Prudential, Prudential counterclaimed for declaratory relief and interpleaded the Estate of Calvin Todd (Estate) and T.T. Todd Corporation. On June 23, 2009, Ms. O'Brien filed a motion for summary judgment, arguing
On November 20, 2009, the trial court denied Ms. O'Brien's motion for summary judgment and granted summary judgment for the Hursts and the Estate.
The trial court found that Mr. Todd had strictly complied with the applicable policy provisions, and specifically concluded that he had met the "requirements of using the form required by Prudential in designating a change of beneficiary...."
On review of summary judgment, "this court applies the de novo standard of review to determine whether there are genuine issues of material fact and whether the trial court properly applied the correct rule of law." Futch v. Wal-Mart Stores, Inc., 988 So.2d 687, 690 (Fla. 1st DCA 2008) (citing Volusia County v. Aberdeen at Ormond Beach, L.P., 760 So.2d 126, 130 (Fla.2000); Sierra v. Shevin, 767 So.2d 524, 525 (Fla. 3d DCA 2000)). It has been specifically held that "`construction of an insurance policy is a question of law for the court and is subject to de novo review.'" Liebel v. Nationwide Ins. Co. of Fla., 22 So.3d 111, 114-15 (Fla. 4th DCA 2009) (quoting Flaxman v. Gov't Employees Ins. Co., 993 So.2d 597, 599 (Fla. 4th DCA 2008)).
Contract principles apply to the interpretation of an insurance policy, which is a type of contract. See Am. Strategic Ins. Co. v. Lucas-Solomon, 927 So.2d 184, 186 (Fla. 2d DCA 2006). "In construing a contract, the court should consider its plain language and take care not to give the contract any meaning beyond that expressed. When the language is clear and unambiguous, it must be construed to mean `just what the language therein implies and nothing more.'" Walker v. State Farm Fire & Cas. Co., 758 So.2d 1161, 1162 (Fla. 4th DCA 2000) (citations omitted).
In general, the right of an insured owner to change the beneficiaries of a life insurance policy "depends on the terms of contract between the insurer and insured as expressed in the insurance policy." Martinez v. Saez, 650 So.2d 668, 669 (Fla. 3d DCA 1995) (quoting Shuster v. N.Y. Life Ins. Co., 351 So.2d 62, 64 (Fla. 3d DCA 1977)). In the present case, Prudential is the insurer and Mr. Todd is the insured. Ms. O'Brien makes no claim here
Ms. O'Brien grounds her entire position on Prudential's putative rights under the contract, rights which as to her are jus tertii. She asserts no rights that Prudential itself could not have asserted (if it had been so inclined) when she argues "that a beneficiary under a life insurance policy may be changed only by strict compliance with the conditions set forth in the policy." Brown v. Di Petta, 448 So.2d 561, 562 (Fla. 3d DCA 1984) (citing Gerstel v. Arens, 143 Fla. 20, 196 So. 616 (1940); Warren v. Prudential Ins. Co. of Am., 138 Fla. 443, 189 So. 412 (1939); Sheppard v. Crowley, 61 Fla. 735, 55 So. 841 (1911)).
Pretermitting the question whether Ms. O'Brien should be heard to urge the rights of a third party who has elected to stand mute, we turn to the pertinent policy language:
Applying the policy language, the case turns on the question whether Mr. Todd complied with the requirement that his request to change beneficiaries be "in a form that meets [Prudential's] needs."
The phrase "in a form that meets our needs" must be read as creating some objectively reasonable standard. Otherwise, the phrase would confer on Prudential the unilateral right to decide which changes of beneficiary, if any, would be acceptable in Prudential's unfettered discretion, effectively giving Prudential a veto over any change of beneficiary under the life insurance policy. Such an unlikely reading of the policy is completely at odds with the agreement read as a whole, which gives the policyholder, not Prudential, the initial right to designate, and thereafter to change, beneficiaries.
The phrase "in a form that meets our needs" plainly requires that a beneficiary request contain enough information to allow Prudential to act on the request. Compare McDaniel v. Liberty Nat'l Life Ins. Co., 722 So.2d 865, 866 (Fla. 5th DCA 1998) (policy holder failed to comply with the terms of her policy when she signed a form to change her last name, and checked a box next to a line entitled "beneficiary designation," but left the line blank, even though she had told an agent that she would like to change her beneficiary by naming her new husband) with Smith v. Wilson, 440 So.2d 442, 444 (Fla. 1st DCA 1983) (holding change of beneficiary effective where city employee listed a new beneficiary for his group life insurance policy in an "Employee Personal Data Form" next to the words "Designated Beneficiary," even though this "did not comply with the policy terms"). A beneficiary request will not be in a form that meets Prudential's needs if it is not intelligible or if the new beneficiary cannot be ascertained. If a policy holder submitted a beneficiary change form that named "John Smith of New York" as a new beneficiary, it would not be feasible for Prudential to act on the request without additional identifying information.
In the present case, however, Mr. Todd clearly designated his daughters Madison Anne Todd and Heather Ashley Todd beneficiaries, nominating Paul and Gloria McCreary as guardians of the property of each. Prudential's objection was not that it did not understand who Mr. Todd intended as beneficiaries—he clearly set out his daughters' names, ages, and their relationship to him. Nor was there any question about the McCrearys' identity. Prudential objected, not to the form in which the information was conveyed to it, but to the nature and substance of legal arrangements Mr. Todd contemplated for his children after his demise. Prudential did not approve of Mr. Todd's indicating his choice of the McCrearys as presumptive guardians.
There are differences between guardians and trustees, to be sure. By definition, a guardianship is not a trust. RESTATEMENT (THIRD) OF TRUSTS § 5 (2003). An express trust is "a fiduciary relationship with respect to property, arising from a manifestation of intention to create that relationship and subjecting the person who holds title to the property to duties to deal with it for the benefit of charity or for one or more persons, at least one of whom is not the sole trustee." RESTATEMENT (THIRD) OF TRUSTS § 2 (2003). "A property arrangement may constitute a trust ... even though such terms as `trust' or `trustee' are not used.... Conversely, use of the word `trust' or `trustee' does not necessarily mean that a trust relationship is involved." RESTATEMENT (THIRD) OF TRUSTS § 5 cmt. a (2003).
Although a guardian is also a fiduciary, a guardian is not a trustee. See RESTATEMENT (THIRD) OF TRUSTS § 5 cmt. c (2003). "The functions and duties of a guardian are narrower than those of a trustee, are fixed by law, and do not depend, as in the case of a trust, on the manifestation of anyone's intention." 1 AUSTIN WAKEMAN SCOTT, WILLIAM FRANKLIN FRATCHER, & MARK L. ASCHER, SCOTT AND ASCHER ON TRUSTS, § 2.3.3 (5th ed. 2006). Trustees hold legal title to trust property while guardians do not hold legal title to wards' property. See RESTATEMENT (THIRD) OF TRUSTS § 5 cmt. c (2003). Upon petition on either the death or incapacity of the last surviving parent, the court may appoint a guardian of the property, and the last surviving parent has the right to nominate a preneed guardian.
Why Prudential was so insistent that the McCrearys be designated trustees, rather than guardians, is something of a mystery, in light of Prudential's letter to Mr. Todd of December 15, 2000, in which Prudential warned that denominating the McCrearys trustees might not be a good idea:
Presumptive trustees, like presumptive guardians, might have predeceased the daughters. In any event, under the life insurance policy, the choice between trustees and guardians was Mr. Todd's, not Prudential's. Regardless of the McCrearys' status or legal capacity, Prudential well understood that Mr. Todd had chosen his daughters as beneficiaries under the policy, and has not suggested otherwise in these proceedings.
Affirmed.
THOMAS and ROWE, JJ., concur.
In Brown, the Third District held that "the decedent failed to comply with procedures of the insurance company required to effectuate a change of beneficiary" and that his "mere intent to change the beneficiary of the policy was legally insufficient absent an effective designation of beneficiary on the form required by the insurer." 448 So.2d at 562. In the present case, Mr. Todd used Prudential's forms, which were duly filed at the home office as required.
In Warren, the insurance policy provided that an insured could change a beneficiary "by written notice to the company at its home office" and that the change would take effect "when a provision to that effect is endorsed on or attached to the policy by the company." 189 So. at 413. The supreme court upheld the lower court's (chancellor's) finding that the insured had not complied with the terms of the policy because he failed to transmit the required notice to the insurer, much less obtain the endorsement. Id. In the present case, Mr. Todd sent the forms to Prudential, and the policy does not require endorsement.
The supreme court in Gerstel enforced another policy provision requiring the insurer to endorse the policy in order to effect a change in beneficiary. 196 So. at 618. Again, no endorsement requirement exists in the policy at issue in the present case.
Similarly, in Sheppard, a life insurance contract provided that the policyholder could change the beneficiary "by filing with the society a written request duly acknowledged, accompanied by this contract, such change to take effect upon the indorsement of the same on this contract by the society, provided it has not been assigned...." 55 So. at 841. The policy holder executed a request to change the beneficiary on October 12, 1908, but the insurance society did not endorse the change on the policy until October 15, 1908, after the policy holder had died. The supreme court held no change could take effect until the insurance company endorsed the contract, and that, because the "transaction was pending and unfinished" when he died, the change was not effective. Id. at 841-42. Nothing of the kind occurred here.
More than a matter of form (the only policy criterion at issue), legal capacity has substantive significance. The doctrine of res judicata does not, for example, bar subsequent suit by the same person when the plaintiff brings the later suit in a different legal capacity:
Couch Const. Co. ex rel. Kimmins Corp., Inc. v. Fla. Dep't of Transp., 537 So.2d 631, 632 (Fla. 1st DCA 1988).