                            In the
 United States Court of Appeals
              For the Seventh Circuit
                         ____________

No. 06-2543
GERI KANNAPIEN and
JANICE ROZHON,
                                           Plaintiffs-Appellants,
                                v.

QUAKER OATS COMPANY and
PEPSICO,
                                          Defendants-Appellees.
                         ____________
           Appeal from the United States District Court
      for the Northern District of Illinois, Eastern Division.
            No. 04 C 6829—Elaine E. Bucklo, Judge.
                         ____________
 ARGUED SEPTEMBER 10, 2007—DECIDED NOVEMBER 14, 2007
                         ____________


 Before EASTERBROOK, Chief Judge, and KANNE and
EVANS, Circuit Judges.
   KANNE, Circuit Judge. Geri Kannapien and Janice
Rozhon each accepted a severance package from their
employer, the Quaker Oats Company, and retired a few
weeks later. The severance package consisted of bene-
fits to be paid pursuant to written plans governed by
the Employee Retirement Income Security Act of 1974
(ERISA), 29 U.S.C. §§ 1001-1461. Although Kannapien and
Rozhon have received the amounts to which the express
written terms of the plans entitle them, they filed suit
against Quaker and its parent company, PepsiCo, seeking
2                                              No. 06-2543

equitable relief under ERISA, see 29 U.S.C. § 1132(a)(3),
alleging that Quaker failed to honor the terms of its
Retirement Plan. The district court found that Kannapien
and Rozhon had failed to produce any genuine issue of
material fact that was in dispute and granted summary
judgment for the defendants. See Kannapien v. Quaker
Oats Co., 433 F. Supp. 2d 895 (N.D. Ill. 2006). We agree
and affirm the judgment of the district court.


                       I. HISTORY
  Kannapien and Rozhon filed a class-action suit against
Quaker and PepsiCo in late October 2004, alleging various
claims under ERISA. In July 2005, the district court
struck all class allegations because the case was not
properly brought as a class action. The court granted
leave to Kannapien and Rozhon to amend their complaint
in November 2005 to add two Illinois state-law claims.
After this amendment, Kannapien and Rozhon’s com-
plaint raised three classes of claims: (1) ERISA estoppel
claims under 29 U.S.C. § 1132(a)(3)(B); (2) ERISA claims
for breach of fiduciary duty also under § 1132(a)(3)(B); and
(3) Illinois state-law claims for breach of contract and
promissory estoppel. After discovery, Quaker and PepsiCo
moved for summary judgment, which the district court
evaluated based upon the pleadings and affidavits sub-
mitted by the parties. The record before the district court
established the following facts, which we construe draw-
ing all inferences favor of Kannapien and Rozhon. See
Sides v. City of Champaign, 496 F.3d 820, 822 (7th Cir.
2007).
  The Golden Grain Company operated a manufacturing
plant in Bridgeview, Illinois, that produced consumer
food products such as Rice-a-Roni and Mission Pasta.
Golden Grain originally hired Kannapien and Rozhon as
salaried employees on January 28, 1980, and May 16,
No. 06-2543                                              3

1977, respectively. Kannapien worked as an administra-
tive assistant and Rozhon worked as a payroll and in-
surance clerk. During their employment at Golden Grain’s
Bridgeview Plant, Kannapien and Rozhon participated
in the company’s Profit Sharing Plan. Benefits under
the Profit Sharing Plan consisted solely of finan-
cial contributions made by Golden Grain—employees did
not make any monetary contributions.
  Quaker Oats acquired Golden Grain in 1986, and
Kannapien and Rozhon became employees of Quaker.
Quaker did not immediately terminate Golden Grain’s
Profit Sharing Plan upon taking over, but eventually the
funds that had accrued under the Profit Sharing Plan
were transferred into separate 401(k) accounts for the
benefit of the employees. On July 1, 1990, all salaried
employees of Golden Grain, including Kannapien and
Rozhon, became participants in the Quaker Retirement
Plan, an employee pension benefit plan within the mean-
ing of ERISA, 29 U.S.C. § 1002(2).
  In 2001, Quaker merged with a subsidiary of PepsiCo,
but retained the Quaker name. As a result of the merger,
the Quaker Retirement Plan (as relevant to this litigation)
was amended and restated on January 1, 2002. Benefits
under the Retirement Plan are calculated using an em-
ployee’s “credited service” time, which the Retirement
Plan expressly states does not include any time an em-
ployee served before becoming a participant in the Quaker
Retirement Plan. The amended Retirement Plan also
entitles employees who were involuntary terminated by
the company within two years of the merger to change-in-
control benefits, which consist of additional monthly
payments to eligible employees. The Retirement Plan does
not define what constitutes an involuntarily termination.
 In addition to the Retirement Plan, Quaker imple-
mented a Severance Plan that also provided benefits to
4                                              No. 06-2543

employees who were discharged involuntarily. Unlike the
Retirement Plan, benefits under the Severance Plan are
determined using a period of time that commences with
an employee’s date of hire by a company “acquired by
Quaker.” The benefits under the Severance Plan are
unrelated to the basic benefits under the Retirement Plan
or to the change-in-control benefits provided under the
Retirement Plan, except that both the Severance Plan
benefits and change-in-control benefits are available
only to involuntarily discharged employees.
  In December 2002, both Kannapien and Rozhon re-
ceived statements that estimated their basic pension
benefits under the Retirement Plan. These statements
each contained the disclaimer that they merely estimated
Retirement Plan benefits and that they were not official
Plan documents. The estimate statements further stipu-
lated that “in the event of a conflict between this state-
ment and the official Plan documents, the official Plan
documents will govern.”
   The estimate statement sent to Kannapien contained
a clerical error that listed her credited service as begin-
ning on January 28, 1980—her hire date at Golden Grain.
But under the express written terms of the Retirement
Plan, Kannapien’s credited service did not begin until
July 1, 1990, the date she became a participant in the
Quaker Retirement Plan. Similarly, Rozhon received an
erroneous estimate statement that detailed her credited
service as beginning on May 16, 1977, her hire date with
Golden Grain, instead of the July 1, 1990 date. Despite
listing incorrect credited service start dates, the estimate
statements received by Kannapien and Rozhon used the
proper time interval under the Retirement Plan’s terms
(from July 1, 1990 to December 2002) to accurately
estimate the actual dollar amounts that each would re-
ceive under the Plan.
No. 06-2543                                               5

  In 2003, following the sale of its Mission Pasta product
line, PepsiCo began to decrease production at the
Bridgeview plant. In light of this, the Plant Manager, Tom
Winters, received approval to decrease the plant’s labor
costs. In order to reduce its workforce, Quaker offered to
give its employees who volunteered for early retire-
ment not only their standard benefits under the Retire-
ment Plan, but also two additional benefits reserved for
involuntarily terminated employees. Specifically, employ-
ees who elected for early retirement would be deemed
eligible to receive benefits under the Severance Plan, as
well as the change-in-control benefits under the Retire-
ment Plan.
  Accordingly, Winters held a meeting at the Bridgeview
plant in early 2003, during which he stated that the
company was looking for employees who would be inter-
ested in leaving. He directed interested employees to
obtain information from Jeffrey Satterlee, the Human
Resources Manager. Kannapien, who served as an admin-
istrative assistant to Winters, asked Winters if she
should consider contacting Satterlee. Winters encouraged
her to do so and told her that she “would be very pleased”
by the amount she would receive if she left the plant. At
the time he made this statement to Kannapien, Winters
had no knowledge of the actual dollar amount of
Kannapien’s benefits.
  Neither Kannapien, nor Rozhon, had considered retir-
ing before 2003, but each contacted Satterlee after the
plant meeting. Satterlee met with Kannapien and Rozhon
separately and presented each with personalized written
documentation prepared by Quaker’s Employee Adminis-
tration Center, that described the additional benefits
available to them if they retired early: namely, the change-
in-control benefits under the Retirement Plan and the
benefits under the Severance Plan. Nothing in the docu-
ments prepared by the Employee Administration Center
6                                             No. 06-2543

stated anything about the basic benefits employees would
receive under the Retirement Plan, nor did anything in
these documents purport to supplant or modify the terms
of the Retirement Plan. The documentation prepared by
the Employee Administration Center informed Kannapien
and Rozhon that the change-in-control benefits would
be paid from the Retirement Plan and would be based
on “years of service.” While the documents did not define
the term “years of service,” the Retirement Plan stipulates
that “years of service” include only relevant years for
vesting purposes—the years of credited service, deter-
mined once an employee has begun participating in the
Quaker Retirement Plan.
   At his meetings with Kannapien and Rozhon, Satterlee
did not discuss their respective standard benefits under
the Retirement Plan, nor did Satterlee represent that
the offer of additional Severance Plan and change-in-
control benefits would alter the unambiguous language of
the Retirement Plan. In fact, Satterlee told both women
that he “couldn’t calculate their pension benefit,” and
advised each of them to contact the Employee Administra-
tion Center to obtain an estimate. However, at his meet-
ings with Kannapien and Rozhon, Satterlee mistakenly
informed each of them that their change-in-control bene-
fits would be calculated based on their original Golden
Grain hire dates instead of the proper date under the
terms of the Retirement Plan, July 1, 1990. Kannapien and
Rozhon admitted in separate depositions that Satterlee
made an honest mistake in misstating the pertinent dates
to them, and that they relied heavily on this mistake in
deciding to retire.
   After their meetings with Satterlee, Kannapien and
Rozhon each agreed to retire so they could receive the
additional Severance Plan and change-in-control bene-
fits. Both women ended their employment with Quaker
in late April 2003. For about a year after retiring,
No. 06-2543                                              7

Kannapien and Rozhon each received benefits according
to the terms of the Severance Plan: Kannapien received
$47,800 and Rozhon received $42,250. Kannapien and
Rozhon also admitted in their depositions that the re-
ceipt of these funds from the Severance Plan motivated
their decisions to retire.
  In May 2004, Kannapien and Rozhon each received a
statement summarizing the remaining benefits owed to
her under the Retirement Plan. These statements calcu-
lated both the basic and change-in-control benefits ac-
cording to the terms of the Retirement Plan and awarded
each woman benefits based upon 13.8951 years of cred-
ited service—the time span from July 1, 1990, until May
2004. Upon receiving these statements, Kannapien and
Rozhon separately contacted Satterlee to express concern
over the calculation of their benefits under the Retire-
ment Plan because both women expected their credited
service to be calculated using their hire dates with Golden
Grain. Satterlee, in turn, contacted the Employee Admin-
istration Center on behalf of Kannapien and Rozhon and
also advised Kannapien and Rozhon on how to appeal the
benefits calculations.
   Kannapien and Rozhon appealed their respective bene-
fits calculations to PepsiCo’s Administration Committee
in June 2004. Kannapien claimed that her Golden Grain
service date should have been used in calculating both her
basic benefits and the change-in-control benefits under
the Retirement Plan; Rozhon challenged only the calcula-
tion of her change-in-control benefits under the Retire-
ment Plan. In August 2004, the Administration Com-
mittee notified Kannapien and Rozhon separately, and
in writing, that they were denying their appeals because:
(1) Golden Grain employees did not become participants
in the Quaker Retirement Plan until July 1, 1990; and
(2) they had already received a retirement benefit for the
preceding years—presumably the funds received pursuant
8                                              No. 06-2543

to the Golden Grain Profit Sharing Plan. The letters also
noted that the dollar amounts presented to Kannapien and
Rozhon in the December 2002 estimate statements were
properly calculated using the appropriate July 1, 1990
date.
   After their appeals were denied, Kannapien and Rozhon
commenced this litigation. In granting Quaker and
PepsiCo’s motion for summary judgment, the district
court found that (1) Kannapien and Rozhon had not
sufficiently alleged an ERISA estoppel claim because they
relied largely on innocent, oral misstatements and the
language of the Retirement Plan is unambiguous,
Kannapien, 433 F. Supp. 2d at 904-05; (2) Kannapien and
Rozhon had not properly raised an ERISA claim for
breach of fiduciary duty because the suit had not been
filed against any plan fiduciaries, id. at 907, and (3)
Kannapien and Rozhon’s state-law claims were preempted
by ERISA, id. at 908.


                      II. ANALYSIS
  On appeal, Kannapien and Rozhon contend that they
sufficiently raised an issue of material fact on each of the
counts in their complaint. We will review the district
court’s grant of summary judgment de novo, viewing all
facts in the light most favorable to the plaintiffs. See
Sperandeo v. Lorillard Tobacco Co., Inc., 460 F.3d 866, 870
(7th Cir. 2006); Vallone v. CNA Fin. Corp., 375 F.3d 623,
631 (7th Cir. 2004). While we have recently recognized
that the “clearly erroneous” standard of review applies
in an ERISA case if the summary judgment motion deals
solely with the characterization of facts and neither party
claims the right to a jury trial, the general standard of
de novo review applies in this case. See McDougall v.
Pioneer Ranch Ltd. P’ship, 494 F.3d 571, 575-76 (7th Cir.
2007). Summary judgment is proper when “there is no
No. 06-2543                                                 9

genuine issue as to any material fact and . . . the moving
party is entitled to a judgment as a matter of law.” Fed. R.
Civ. P. 56(c).


A. ERISA Estoppel Claims
  Kannapien and Rozhon’s first claim is for ERISA
estoppel under 29 U.S.C. § 1132(a)(3). Kannapien and
Rozhon concede that they have been paid benefits ac-
cording to the written terms of the Retirement Plan;
however, they seek to estop Quaker and PepsiCo from
enforcing the express terms of the Plan because they
allege that they detrimentally relied upon misstatements
by Quaker employees in their decisions to retire. We
agree with the district court that Kannapien and Rozhon
do not raise any genuine issue of material fact with re-
spect to their ERISA estoppel claim.
  The written plan document ordinarily governs ERISA
plan administration; statements or conduct by individuals
implementing the plan can only estop an employer from
enforcing the plan’s written terms in “extreme circum-
stances.” Vallone, 375 F.3d at 639; Sandstrom v. Cultor
Food Sci., Inc., 214 F.3d 795, 797 (7th Cir. 2000); see also
Downs v. World Color Press, 214 F.3d 802, 805 (7th Cir.
2000). We have consistently required that modifications
to an ERISA plan must be in writing because ERISA
exists, in part, to protect the financial integrity of pension
and welfare plans by confining the payment of benefits
to a plan’s written terms. See Operating Eng’rs Local 139
Health Benefit Fund v. Gustafson Constr. Corp., 258 F.3d
645, 650 (7th Cir. 2001); Downs, 214 F.3d at 805. As a
result, in order to prevail on an estoppel claim under
ERISA, we ordinarily require that plaintiffs show: (1) a
knowing misrepresentation; (2) made in writing;
(3) reasonable reliance on that representation by them;
(4) to their detriment. Vallone, 375 F.3d at 639; Coker v.
10                                            No. 06-2543

Trans World Airlines, Inc., 165 F.3d 579, 585 (7th Cir.
1999). Here, we see no basis upon which to grant estoppel
to Kannapien and Rozhon as they fail to satisfy any
required element of an ERISA estoppel claim.
  First, Kannapien and Rozhon cannot prove that any
Quaker employee knowingly misrepresented the terms of
the Retirement Plan to them. See Brosted v. Unum Life
Ins. Co. of America, 421 F.3d 459, 465 (7th Cir. 2005). The
December 2002 estimate statements did not contain any
knowing misrepresentations. These statements inadver-
tently listed Kannapien’s and Rozhon’s respective hire
dates; however, the district court determined that the
record clearly established that these mistakes were
solely clerical errors and not knowing misrepresenta-
tions. The record supports this conclusion because
the written statements accurately reflected the dollar
amounts that Kannapien and Rozhon would receive under
the written terms of the Retirement Plan. At any rate,
Kannapien and Rozhon concede that these clerical errors
in the estimate statements were unintentional.
  Further, the representations made to Kannapien and
Rozhon by their Human Resources Manager, Satterlee—
that their Golden Grain hire dates would be used in
calculating their change-in-control benefits—were the
product of an innocent mistake, not a knowing misrepre-
sentation. Indeed, the record contains ample evidence to
support this as well. Specifically, Satterlee advised
both Kannapien and Rozhon to consult the Employee Ad-
ministration Center to obtain benefits estimates after
telling them that he could not individually compute their
benefits. Satterlee also sought to rectify his misinforma-
tion by contacting the Employee Administration Center
on their behalf once he discovered his error. Kannapien
and Rozhon also conceded in their depositions that they
believed Satterlee made an honest mistake.
No. 06-2543                                               11

  Finally, Winters’s statement to Kannapien that she
“would be pleased” if she considered taking early retire-
ment does not constitute a knowing misrepresentation. In
fact, we agree with the district court that this statement
does not misrepresent anything about the terms of the
Retirement Plan, see Kannapien, 433 F. Supp. 2d at 902
n.5, nor does it represent anything at all because this
forward-looking statement was not a statement of fact,
see Frahm v. Equitable Life Assur. Soc. of U.S., 137 F.3d
955, 961 (7th Cir. 1998).
  Likewise, Kannapien and Rozhon cannot point to any
written misrepresentation by Quaker or PepsiCo. Oral
misrepresentations may become grounds for ERISA
estoppel only where plan documents are ambiguous or
misleading. Vallone, 375 F.3d at 639; Bowerman v. Wal-
Mart Stores, Inc., 226 F.3d 574, 587-90 (7th Cir. 2000); cf.
Bland v. Fiatallis N. Am., Inc., 401 F.3d 779, 784 (7th Cir.
2005) (approving use of extrinsic evidence to prove the
meaning of language in ERISA welfare plan documents
“only if the language of the plan document is ambiguous
and the ambiguities are not clarified elsewhere in the
document”).
  Here, both parties concede that the written terms of the
Quaker Retirement Plan unambiguously stipulate that
Kannapien’s and Rozhon’s credited service began on
July 1, 1990, the date they became participants in the
Plan. In light of the Retirement Plan’s clear language,
Kannapien and Rozhon must present a written misrepre-
sentation to trigger estoppel. See Bowerman, 226 F.3d
at 588 (“We have made clear in our earlier cases that the
oral representations of an ERISA plan may not be relied
upon by a plan participant when the representation is
contrary to the written terms of the plan and those terms
are set forth clearly.”). In their brief and at oral argument,
Kannapien and Rozhon focused almost exclusively on the
oral statements made to them by Satterlee and Winters.
12                                           No. 06-2543

Even if we agreed that these oral statements were
misrepresentations (which we do not), they are insuffi-
cient grounds for estoppel. See id.
  The only alleged written misrepresentations Kannapien
and Rozhon cite are contained in the December 2002
estimate statements and in the Employee Administration
Center documents provided to them by Satterlee in early
2003. But as we have already explained, these estimate
statements merely contained a clerical error; they did
not misrepresent the actual amounts that Kannapien
and Rozhon were entitled to under the Retirement
Plan. Beyond this, the estimate statements contained
disclaimers that expressly stated that, in the event of a
conflict, the written terms of the Retirement Plan would
govern. Similarly, the Employee Administration Center
documentation did not contain any misrepresentations.
These materials accurately explained that the change-in-
control benefits would be paid out of the Retirement Plan.
Although the Employee Administration Center documents
left the term “years of service” undefined, it made refer-
ence to the Plan, which defines the term consistently
throughout. Kannapien and Rozhon have not presented
evidence of any inaccuracies in the Employee Admin-
istration Center documentation.
  In an attempt to distinguish our precedent and evade
the first two requirements of an ERISA estoppel claim,
Kannapien and Rozhon rely heavily on our decision in
Bowerman v. Wal-Mart Stores, where we applied estoppel
based on innocent oral misrepresentations; however, a
brief examination makes it clear that Bowerman is
inapposite. See id. In Bowerman, we applied ERISA
estoppel to Wal-Mart because its written health plan
contained ambiguous provisions, and its employees made
repeated incorrect statements that misled Bowerman
into declining additional coverage provided under federal
law. See id. Had Bowerman elected the additional cover-
No. 06-2543                                              13

age, she would have been entitled to medical expenses
for a pre-existing condition upon her return to Wal-Mart.
See id.
  Three distinctions between this case and Bowerman are
immediately apparent. First, and most critically, the
written plan at issue in Bowerman contained ambiguous
language, while it is conceded here that the Quaker
Plan is unambiguous. Second, the plaintiff in Bowerman
detrimentally relied on statements by employees, and
her reliance deprived her of benefits that she would have
been eligible for under the terms of the plan had she made
the additional-coverage election; here, it is uncontested
that Kannapien and Rozhon received the full benefits to
which the written terms of the Retirement Plan entitled
them, regardless of any alleged reliance. Third, Bowerman
concerned an employee health plan, while the instant case
concerns a pension plan. See Helfrich v. Carle Clinic Ass’n,
328 F.3d 915, 918 (7th Cir. 2003) (stating that unlike
welfare benefits plans, ERISA requires pension plans to
be very formal). We therefore see no reason to depart
from the traditional rubric we use to evaluate the suffi-
ciency of an ERISA estoppel set forth in Vallone. See 375
F.3d at 639.
  Moreover, there is no evidence in the record of any
reliance—detrimental or otherwise—by Kannapien or
Rozhon either on the December 2002 estimate state-
ments or on the Employee Administration Center docu-
ments in making their decisions to retire. In fact,
Kannapien and Rozhon each acknowledged at separate
depositions that the benefits under the Severance Plan,
which were properly paid and are not at issue in this case,
significantly motivated her decision to retire; each also
admitted that she relied on the honest mistake conveyed
to her orally by Satterlee. These admissions, even taking
all facts in the light most favorable to Kannapien and
14                                            No. 06-2543

Rozhon, make it impossible for either to prove that she
relied on any written statement to provided to her by
Quaker. See Sides, 496 F.3d at 822.
  Kannapien and Rozhon further attempt to extricate
themselves from the requisite elements of ERISA estoppel
by arguing that they have not asserted their estoppel
claims against the ERISA plan itself, but instead have
raised an estoppel claim against Quaker and PepsiCo
directly. Thus, they assert that they may estop Quaker
and PepsiCo based upon honest, oral misstatements. We
find this argument unavailing.
   In their briefs and at oral argument, counsel for
Kannapien and Rozhon characterized the benefits to which
they were entitled as part of a “one-time-only-offer.” This
characterization by counsel conflated the change-in-control
benefits paid out of the Retirement Plan with the bene-
fits his clients already received under the Severance
Plan. But it is clear from the record that the Severance
Plan benefits have been paid in full and that they are not
in dispute in this case. In fact, Kannapien and Rozhon
have never challenged the calculation of those bene-
fits—not even in their internal appeals to the PepsiCo
Administration Committee. Contrary to counsel’s sugges-
tion, the benefits that Kannapien and Rozhon seek in this
case are change-in-control benefits that must be paid out
of the Retirement Plan, a pension plan under ERISA, and
we have noted that when a plaintiff seeks to recover
benefits under an ERISA Plan, such claims must be
asserted against the plan and not against the employer.
See Helfrich, 328 F.3d at 917 (“Claims based on the
plan . . . must be enforced against the plan . . . .”).
Kannapien and Rozhon do not cite any authority for
their attempted circumvention of our clear view that
estoppel claims based upon alleged oral misrepresentations
cannot succeed when asserted against an unambiguous,
No. 06-2543                                                    15

non-misleading ERISA pension plan. See Bowerman, 226
F.3d at 588.1
  Kannapien and Rozhon make one further argument.
They argue that Quaker should not be allowed to enforce
the written terms of the Retirement Plan because Quaker
allegedly disregarded the plan’s express language by
offering Kannapien and Rozhon, who retired voluntarily,
benefits that are reserved for “involuntary terminations”
under the Retirement Plan. We agree with the district
court that this argument is unpersuasive. Kannapien, 433
F. Supp. 2d at 906. First, it is not clear that Quaker has
deviated from the written terms of the Retirement Plan, as
the term “involuntary termination” is not defined in the
Retirement Plan. More importantly, Kannapien and
Rozhon benefitted from Quaker’s departure from formal-
ism: they received extra pay under the Severance Plan
and extra money from the change-in-control benefits
that they would not have been entitled to under the
Retirement Plan’s written terms. Kannapien and Rozhon
cannot appeal to equity to obtain more than the written
language of the Retirement Plan allows. See Shields v.
Local 705, Intern. Bhd. of Teamsters Pension Plan, 188
F.3d 895, 905 (7th Cir. 1999) (Posner, J., concurring).
  Because the Retirement Plan unambiguously defines
“credited service” as commencing on July 1, 1990 for both
women, and because neither Kannapien nor Rozhon can


1
   We pause here to note that this tactic attempts to substitute
state-law estoppel principles for the ERISA framework. Such
a tactic, if allowed, could raise serious questions with respect
to ERISA’s preemption of state law. See 29 U.S.C. § 1144(a). It
could also raise doubts as to subject-matter jurisdiction in this
case, where all parties are residents of Illinois and jurisdiction
is based solely on federal questions arising under ERISA. See
28 U.S.C. § 1331; 28 U.S.C. § 1332; 29 U.S.C. § 1132(a)(3).
16                                              No. 06-2543

prove that she relied on any knowing written misrepresen-
tation by Quaker, we hold that there was no issue of
material fact on the ERISA estoppel claim and that the
district court properly held that Quaker and Pepsico
were entitled to summary judgment as a matter of law.


B. ERISA Fiduciary Duty Claim
  Next, Kannapien and Rozhon present ERISA claims
for breach of fiduciary duty, also under 29 U.S.C.
§ 1132(a)(3). In order to prevail on a claim for breach of
fiduciary duty under ERISA, a plaintiff must prove (1) that
defendants are plan fiduciaries; (2) that defendants
breached their fiduciary duties; and (3) that their breach
caused harm to the plaintiffs. Jenkins v. Yager, 444 F.3d
916, 924 (7th Cir. 2006); Brosted, 421 F.3d at 465. An
ERISA plan fiduciary does not breach its fiduciary duties
under ERISA by merely providing negligent misinforma-
tion about the contours of a Plan. See Vallone, 375 F.3d
at 642; Frahm, 137 F.3d at 955.
  Neither Satterlee nor Winters is a plan fiduciary under
§ 3(21)(A) of ERISA. See 29 U.S.C. § 1002(21)(A) (“[A]
person is a fiduciary with respect to a plan to the extent (i)
he exercises any discretionary authority or discretionary
control respecting management of such plan or exercises
any authority or control respecting management or
disposition of its assets, (ii) he renders investment advice
for a fee or other compensation, direct or indirect, with
respect to any moneys or other property of such plan, or
has any authority or responsibility to do so, or (iii) he has
any discretionary authority or discretionary responsibility
in the administration of such plan.”). Clearly, Satterlee
and Winters do not fit this statutory definition: nothing
in the record suggests that either had any managerial,
investment, or discretionary role in the Quaker Retire-
ment Plan.
No. 06-2543                                             17

  The only cognizable fiduciaries from the record are
members of the PepsiCo Administration Committee and
Employee Administration Center that served as Plan
administrators. However, Kannapien and Rozhon have
not sued either Committee or any of their constituent
members. Moreover, there is no allegation that Quaker
or PepsiCo intended to deceive Kannapien or Rozhon.
Indeed, the only misinformation provided to Kannapien
and Rozhon by the Plan administrators was contained
in the December 2002 estimate statement that erron-
eously referenced Kannapien’s and Rozhon’s hire dates,
but Kannapien and Rozhon concede that this mistake
was merely a clerical error and therefore unintentional.
  Additionally, Kannapien and Rozhon suggest that the
misinformation provided to them by Satterlee may be
attributed to the Plan administrators. Even looking past
the fact that the administrators are not a party to this
suit, there is no precedent for this approach. Finding that
Plan administrators may breach a fiduciary duty vicari-
ously through the actions of a non-fiduciary would vitiate
our requirement that an ERISA claim for breach of a
fiduciary duty must be asserted against plan fiduciaries.
See Jenkins, 444 F.3d at 924; Bowerman, 226 F.3d at 590-
91. In any event, there is no evidence that Satterlee
intended to deceive Kannapien or Rozhon. His mistake
was honest, as we have previously explained.


C. State-Law Claims
  Lastly, we turn to the claims under Illinois state law
that Kannapien and Rozhon added to the final version of
their complaint. These claims have no merit. Section
514(a) of ERISA states that ERISA supersedes “any and all
State laws” that relate to “any employee benefit plan.” 29
U.S.C. § 1144(a). The Supreme Court has consistently
reminded us that ERISA’s preemption of state laws as
18                                             No. 06-2543

enunciated in § 514(a) is “clearly expansive,” see Egelhoff
v. Egelhoff ex. rel. Breiner, 532 U.S. 141, 146 (2001), and
we have likewise interpreted the provision broadly, see
Pohl v. Nat’l Benefits Consultants, Inc., 956 F.2d 126, 128
(7th Cir. 1992). Because of this statutory scheme, “[a] suit
to enforce a claim for benefits under an ERISA plan can be
brought only under ERISA; parallel state law remedies
are preempted.” Rud v. Liberty Life Assur. Co. of Boston,
438 F.3d 772, 777-78 (7th Cir. 2006) (citing Rush Pruden-
tial HMO, Inc. v. Moran, 536 U.S. 355, 392 (2002)). With
their Illinois contract and promissory estoppel claims,
Kannapien and Rozhon pursue benefits to be paid from
the ERISA Retirement Plan; therefore their state-law
claims are preempted.


                    III. CONCLUSION
  For the foregoing reasons, the judgment of the district
court is AFFIRMED.

A true Copy:
      Teste:

                       ________________________________
                       Clerk of the United States Court of
                         Appeals for the Seventh Circuit




                  USCA-02-C-0072—11-14-07
