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

No. 00-3910
LINDA DAVIS,
                                              Plaintiff-Appellant,
                                 v.

DAVID COMBES and WENDY JACKSON,
as guardian of the estate of
ASHLEY COMBES, a minor,
                                    Defendants-Appellees.
                       ____________
       Appeal from the United States District Court for the
   Northern District of Illinois, Eastern Division. Nos. 98 C 1153,
      98 C 4771, 98 C 7186—Robert W. Gettleman, Judge.
                          ____________
       ARGUED MAY 7, 2001—DECIDED JUNE 28, 2002
                     ____________


 Before FLAUM, Chief Judge, and RIPPLE and DIANE P.
WOOD, Circuit Judges.
  DIANE P. WOOD, Circuit Judge. This case pits a surviv-
ing husband and child against a sister in a fight over the
proceeds of three insurance policies. Brenda Combes was
the insured person; she died suddenly at the age of 43. Her
husband, David Combes, was surprised to discover that
Brenda had changed the beneficiaries on these policies (or
had tried to do so) from himself and the couple’s daugh-
ter Ashley to Brenda’s sister, Linda Davis. In time, two of
the insurance companies filed interpleader actions (one
in the Eastern District of North Carolina and one in the
2                                                No. 00-3910

Northern District of Illinois) to determine the rightful ben-
eficiaries of their respective policies, and deposited the pol-
icy proceeds with the court. The third policy was part of
a benefit plan established under the Employment Retire-
ment Income Security Act, or ERISA. Linda filed her own
suit in the Eastern District of Pennsylvania against the
issuer of that policy and against David and Ashley (to
whom we refer collectively as David, since their interests
are aligned for present purposes), seeking a declaration
that she was the sole beneficiary of that policy as well and
demanding payment of the proceeds.
  The Pennsylvania and North Carolina actions were later
transferred to the Northern District of Illinois, the three
cases were consolidated, and all contested proceeds were
deposited with the court. After a one-day bench trial, the
district court ruled in favor of David, relying principally
on an alleged oral agreement described by David under
which Brenda promised to maintain insurance for his ben-
efit. While we do not doubt that David and Ashley were
sympathetic figures, we conclude that the oral agreement
is not sufficient under the law of Illinois to override a
written designation of a beneficiary on an insurance pol-
icy. We also conclude that the flaws David identifies in the
ERISA change of beneficiary form were not enough to de-
feat its effectiveness. We therefore reverse.




                              I
  Before Brenda and David were married in February 1994,
each had life insurance policies that named family mem-
bers as beneficiaries. Brenda had a $150,000 policy issued
by Life Investors, and David had a $100,000 policy issued
by Equitable Life Assurance Society. Less than a week
before the wedding, Brenda made David the 67% benefi-
ciary on her Life Investors policy, and David increased his
No. 00-3910                                                3

Equitable policy to $200,000 and made Brenda the 50%
beneficiary. David testified that they took these steps to
begin fulfilling their oral agreement “to provide for [each]
other through the purchase and maintenance of life insur-
ance.”
  Apart from this alleged oral agreement, David and Bren-
da kept their financial lives almost entirely separate after
the marriage. For example, they did not have a joint check-
ing account, joint credit cards, or joint investments; they
did not file a joint tax return; and until July of 1997, when
they co-signed a mortgage for a home, they had no joint
interest in any assets. Instead, they covered joint expenses
by repaying one another for particular expenditures. This
was, however, something of a one-way street. Until 1996,
David had very little to contribute to the household. He
was a rather unsuccessful insurance salesman, with an in-
come in 1994 of less than $2,000, and a 1995 income of less
than $6,000. His financial picture brightened in 1996, when
he took a position with a company that paid just under
$40,000 per year. Brenda, in contrast, had advanced de-
grees in physical therapy and public health, including a
Ph.D. from the University of Illinois, and regularly earned
more than David: her 1995 income was about $71,000; her
1996 income was roughly $96,700; and her income in 1997,
the year of her death, was about $90,000.
  A year after their marriage, Brenda and David purchased
additional life insurance. Brenda acquired a $50,000 pol-
icy from Continental Assurance Company and named David
as the sole beneficiary, while David acquired a $50,000 pol-
icy from Continental and designated Brenda as the sole
beneficiary. According to David, these actions amounted
to further performance of the pre-nuptial oral agreement.
  In May 1995 the couple’s first child, Ashley, was born,
and a few months later, Brenda began to work for Nova-
Care, Inc. Through NovaCare’s ERISA plan, she purchased
4                                              No. 00-3910

a $100,000 policy on David’s life naming herself as the 95%
beneficiary and Ashley as the 5% beneficiary. She also pur-
chased a $100,000 policy on her own life, under which she
named Ashley the 95% beneficiary and designated the
remaining 5% for her sister Linda. A month later, David
modified the beneficiary designations on his Equitable pol-
icy. He removed Brenda altogether from the policy and split
it among Ashley (35%), his daughter from a previous mar-
riage, Danielle (50%), and his mother (15%). In Novem-
ber of the same year, Brenda tinkered further with her
NovaCare policy: she raised the amount to $272,000, she
removed Linda as a beneficiary, and she designated an
80% share for Ashley and the remaining 20% for David.
  When David started his job at Industrial Risk in January
1996, he took out a $135,000 policy on his life with Brenda
as the sole beneficiary. In July of that year, he acquired
a credit life insurance policy for $100,000, in which he
named Brenda the residual beneficiary. The last insurance
policy he purchased before Brenda’s death was a $250,000
policy from Security Mutual Life Insurance Company of
New York. He bought that policy in July 1997 and once
again named Brenda the sole beneficiary.
  Brenda, in the meantime, had begun making changes to
her beneficiary designations, without telling David what
she was doing. On August 16, 1996, she removed David
from the Continental policy and named Linda the sole ben-
eficiary. She did the same thing on September 3, 1996,
to her Life Investors policy. Finally, she attempted to com-
plete a change of beneficiary form for her NovaCare policy
(which was issued by Reliance Standard Life Insurance
Company), although the effectiveness of that effort is in
dispute here. She filled out—in her own handwriting—the
form NovaCare gave her. On that form, she provided all
the necessary information, including her designation of
Linda as the new beneficiary and September 1, 1996, as
the effective date. She did not, however, sign and date the
No. 00-3910                                                 5

form on the lines provided for that purpose. NovaCare’s
benefits coordinator, Linda Dean, accepted the form and
entered the beneficiary change in NovaCare’s computer
files. Dean placed the hard copy of the form in Brenda’s
benefits file. Finally, Dean generated a letter entitled “Con-
firmation of Your 1996 Flex Benefit Choices.” Unfortu-
nately, the record does not indicate whether Brenda re-
ceived her copy of that letter, but it does show that Brenda
never received anything that would have suggested a prob-
lem with her effort to change the beneficiary on that policy.
  To sum up, as of the fall of 1996 Brenda and Ashley
were the beneficiaries of several policies on David’s life,
but Brenda had removed David and Ashley from her own
policies (or attempted to do so, in the case of the NovaCare
policy) and substituted Linda in their place. The couple
had a second child, Julius, in November 1996, but he was
not a beneficiary on any policy carried by either parent.
David, as we have already noted, did not know about the
changes Brenda had made. He discovered them only after
her death.
   Relying heavily on the alleged oral agreement, David
challenged Linda’s right to collect on the policies. The three
insurers left the contestants to resolve this problem among
themselves. With respect to the Life Investors and Conti-
nental policies, which Brenda had unambiguously amended,
David argued that the district court should impose a con-
structive trust on the proceeds because Brenda committed
fraud when she cut him (and Ashley) out of the picture. He
also argued that the constructive trust was justified under
a theory of promissory estoppel. With respect to the Nova-
Care policy, he urged that the attempted change of bene-
ficiary was ineffective because it lacked Brenda’s signa-
ture on the signature line of the form and that she was
equitably estopped from effecting the change. After a bench
trial, the district court found for David on all three pol-
icies: the court awarded David 67% of the Life Inves-
6                                               No. 00-3910

tors policy proceeds (i.e. $100,500), 100% of the Continen-
tal proceeds ($50,000), and 20% of the NovaCare policy
($54,400). Ashley received the remaining 80% of the Nova-
Care policy. Linda has appealed.


                             II
  The district court concluded that the parties’ disputes
over the Life Investors and Continental policies are gov-
erned by Illinois law, while federal law controls the ERISA
claims concerning the NovaCare policy. No one has objected
to this ruling on appeal, and we will thus proceed on that
basis. See McFarland v. General Am. Life Ins. Co., 149 F.3d
583, 586 (7th Cir. 1998); Reilly v. Blue Cross & Blue Shield
United, 846 F.2d 416, 418 (7th Cir. 1988).


A. The Life Investors and Continental Policies
  As we just noted, the district court concluded that David
was entitled to have a constructive trust imposed upon the
proceeds of the Life Investors and Continental policies. In
so ruling, it found that he had successfully proven the ele-
ments of fraud, constructive fraud, and promissory estop-
pel, and that on the equities his claim to the proceeds was
superior to Linda’s. Linda counters that the district court,
among other things, failed to assess the evidence under
the proper legal standards, under which she claims she
should have prevailed.
  The doctrine of constructive trust pits fundamental prin-
ciples of property against equally fundamental principles
of equity. Then-Judge Cardozo recognized the tension
when he noted that “[a] constructive trust is the formula
through which the conscience of equity finds expression.”
Beatty v. Guggenheim Exploration Co., 122 N.E. 378, 386
(1919), quoted in A.W. Scott and W.F. Fratcher, The Law of
Trusts, § 462 (1989). But the right to dispose of one’s prop-
No. 00-3910                                                  7

erty is also firmly ensconced in our legal traditions, and so
it is only “[w]hen property has been acquired in such cir-
cumstances that the holder of the legal title may not in
good conscience retain the beneficial interest, [that] equity
converts him to a trustee.” Id. Illinois decisively favors the
“property” side of the balance and recognizes a strong pre-
sumption that the named beneficiary of a life insurance
policy is entitled to its proceeds. Travelers Ins. Co. v. Dan-
iels, 667 F.2d 572, 573 (7th Cir. 1981). The presumption
is not, however, irrebuttable: it can be overcome on equi-
table grounds if the contesting party can show that she
was deprived of the proceeds by (1) fraud or constructive
fraud, (2) breach of a fiduciary duty, or (3) duress, coercion,
or mistake. Suttles v. Vogel, 533 N.E.2d 901, 904-05 (Ill.
1988); Smithberg v. Ill. Mun. Ret. Fund, 735 N.E.2d 560,
565-66 (Ill. 2000). The district court referred to this line
of cases and properly focused on the three theories of
fraud, constructive fraud, and promissory estoppel. The
problem with its analysis arose at the next stage, when it
considered the proper burdens of proof.
  The burden of proof on the issue whether a constructive
trust should be imposed in this kind of case is a matter
of state, not federal law. See, e.g., Shapiro v. Rubens, 166
F.2d 659, 666 (7th Cir. 1948) (applying Indiana’s “clear
and convincing evidence” burden of proof); Ohio v. Four
Seasons Nursing Centers of America, Inc., 465 F.2d 25 (10th
Cir. 1972) (applying Oklahoma’s “clear and convincing evi-
dence” burden of proof). Illinois courts have stressed that
a party seeking to do so bears a heavy burden of proof.
“The grounds for imposing a constructive trust must be so
clear, convincing, strong, and unequivocal as to lead to but
one conclusion.” Suttles, 533 N.E.2d at 905; Schultz v.
Schultz, 696 N.E.2d 1169, 1173 (Ill. App. Ct. 1998). Each
element of the wrongdoing giving rise to the construc-
tive trust must be established by clear and convincing
evidence. Rapp v. Bowers, 348 N.E.2d 529, 533 (Ill. App. Ct.
8                                                No. 00-3910

1976); see also Martin v. Heinhold Commodities, Inc., 643
N.E.2d 734 (Ill. 1992) (fiduciary relationship must be es-
tablished by clear and convincing evidence). To be “clear
and convincing,” the evidence presented must “leave[ ] no
reasonable doubt in the mind of the trier of fact as to the
truth of the proposition in question.” Parker v. Sullivan, 891
F.2d 185, 188 (7th Cir. 1989), citing Estate of Ragen, 398
N.E.2d 198, 203 (Ill. App. Ct. 1979).
   This heightened evidentiary burden exists to implement
Illinois’s substantive law emphasizing the “paramount”
right of property owners while they are alive to dispose of
their belongings (including the proceeds of life insurance
policies) as they see fit, even if their decisions impair a
marital partner’s future interest in the property. Wood v.
Wood, 672 N.E.2d 385, 388-89 (Ill. App. Ct. 1996) (title
holder may dispose of home even if it might be considered
marital property or spouse represented that it would be
marital property); Schultz, 696 N.E.2d at 1173 (unless
wife’s rights vested, husband was free to change beneficiary
on life insurance “on his own whim if he reserved the right
to do so.”).
  Applied too liberally, the device of a constructive trust
could undermine these rules of private property rights. It
is our obligation, sitting in diversity, to respect the bal-
ance Illinois has established. The task is especially deli-
cate in a case like this one, where the party whose disposi-
tion of the property has been challenged is dead and thus
cannot counter the surviving party’s version of the rele-
vant events. See Parham v. Hughes, 441 U.S. 347, 365 n. 9
(1979). With few exceptions, therefore, see, e.g., Ziarko v.
Ziarko, 318 N.E.2d 1 (Ill. App. Ct. 1974), parties that suc-
ceed in imposing a constructive trust on life insurance
proceeds have powerful evidence such as a written agree-
ment to show how the property was intended to be dis-
tributed. See Lincoln Nat’l Ins. Co. v. Watson, 390 N.E.2d
506 (Ill. App. Ct. 1979) (agreement to maintain life insur-
No. 00-3910                                                9

ance in marital settlement agreement creates equitable
right); Perkins v. Stuemke, 585 N.E.2d 1125 (Ill. App. Ct.
1992) (judicial decree ordering maintenance of life in-
surance creates equitable right); Smithberg, 735 N.E.2d
at 566-67 (marital settlement agreement created vested
contingent right in survivor benefit). Illinois has made
this policy explicit for the case of prenuptial agreements
regarding the disposition of life insurance policies: they
must be in writing if they are to be enforceable. See, e.g.,
Illinois Uniform Premarital Agreement Act, 750 ILCS 10/3;
Mina Lee v. Central Nat’l Bank & Trust Co., 308 N.E.2d
605 (Ill. 1974) (written document of oral prenuptial agree-
ment sufficient to take agreement out of Statute of Frauds).
  Nothing in the district court’s opinion indicates that it
evaluated David’s evidence under the required “clear and
convincing” evidentiary standard. Had it done so, we con-
clude, the verdict in his favor could not have been sus-
tained. To qualify for a constructive trust, David needed
to establish fraud or constructive fraud, or to make out
a valid claim of promissory estoppel. The record shows
that he did none of these things. To establish his claim for
fraud, David had to prove by clear and convincing evi-
dence that Brenda assured him that he was (and would
remain, to some unspecified degree) the named beneficiary
of her policies even after she knew that he was not. Siegel
v. Levy Org. Dev. Co., 607 N.E.2d 194, 198 (Ill. 1992) (set-
ting out elements of common law fraud). To prevail on his
constructive fraud claim, David had to prove by clear and
convincing evidence that Brenda promised to provide for
him through life insurance and that this promise, togeth-
er with the trust he placed in her as his wife, imposed up-
on her a fiduciary duty to disclose any changes in her ben-
eficiary designations. See In re Estate of Neprozatis, 378
N.E.2d 1345 (Ill. App. Ct. 1978) (constructive fraud results
from act, statement, or omission that constitutes a breach
of legal or equitable duty). Finally, his promissory estoppel
10                                              No. 00-3910

theory required him to establish (again under the demand-
ing standard of proof) the existence of Brenda’s alleged
unambiguous promise. See Cullen Distributing, Inc. v.
Petty, 517 N.E.2d 733, 737 (Ill. App. Ct. 1987).
  Other than his own testimony about Brenda’s statements
to him, David presented no direct evidence in support of
any of these essential elements of his claim. The evidence
is devoid of any writings suggesting the existence of the al-
leged oral agreement, either before or after Brenda began
changing her beneficiary designations. Furthermore, not
a single witness other than David mentioned an agree-
ment or promise that David and Brenda had made to name
one another as beneficiaries on their respective life insur-
ance policies. Somewhat to the contrary, both David’s moth-
er and his close friend and insurance agent admitted that
neither David nor Brenda ever mentioned such an agree-
ment. The only support the district court identified for
a finding that the agreement existed beyond David’s tes-
timony was (1) Brenda’s statements to friends and rela-
tives that the children would be taken care of in the event
of her death, and (2) the couple’s pattern of beneficiary
designations starting just before the marriage in 1994. We
find the latter two circumstances to be unhelpful at best:
the “pattern” the court mentioned lasted just over two years
and shifted during that time period, and the statement
about providing for the children does not give any detail
about who would be caring for the children or how this
would be accomplished, and is consistent with a beneficiary
designation of someone other than David.
  This leaves David’s testimony. While the admissibility of
the testimony does not seem to be disputed, and is in any
event controlled by the Federal Rules of Evidence, the
weight to which the evidence was entitled is in part a func-
tion of the substantive law of Illinois. See Milam v. State
Farm Mut. Auto. Ins. Co., 972 F.2d 166, 170 (7th Cir. 1992)
(“where a state in furtherance of its substantive policy
No. 00-3910                                               11

makes it more difficult to prove a particular type of state-
law claim, the rule by which it does this . . . will be given
effect in a diversity suit as an expression of state substan-
tive policy.”). The Illinois Supreme Court has long warned
that testimony from interested parties regarding what a
deceased individual has said is “subject to great abuse and
will be carefully scrutinized when considered with the other
evidence in the case.” Monninger v. Koob, 91 N.E.2d 411,
415 (Ill. 1950).
  The facts of Monninger are instructive here. There, the
plaintiffs claimed that an oral agreement between spouses
who had later died entitled the plaintiffs to certain assets
that had been left to the defendants in the wife’s will. In
order to prevail, the plaintiffs had to demonstrate the ex-
istence of the alleged oral agreement by “clear and satisfac-
tory” evidence. Id. at 414. The Illinois Supreme Court up-
held the dismissal of the plaintiffs’ complaint, emphasizing
that the only evidence of the agreement was the testimony
of interested parties regarding the statements of the now-
dead husband and wife. Id. at 414-15. The court discounted
the testimony even though in those suits (unlike our case)
there were several non-party witnesses, including the at-
torney who helped the couple draft their wills, who gave
consistent and often detailed descriptions of the terms of
the alleged agreement. Id. See also Harper v. Kennedy, 153
N.E.2d 801 (Ill. 1958) (testimony of interested family mem-
bers insufficient to establish agreement even where sup-
ported by written document that could be read as consistent
with alleged agreement).
  The testimony here fell far short even of the records that
the Illinois Supreme Court found insufficient in Monninger
and Harper. David had not a single corroborating witness.
His testimony at trial about the terms of the alleged
agreement and its persistence throughout the marriage
was general, conclusory, and, when it came to specifics, in-
consistent. About the terms of the agreement, he could say
12                                               No. 00-3910

only that Brenda and he “were to provide for each other
through the purchase and maintenance of life insurance.”
Beyond that he simply asserted that each of the beneficiary
designations up until the late summer of 1996 was in fur-
therance of the agreement. Asked whether the agreement
called for him to be the “sole” beneficiary of his wife’s pol-
icies, David’s sworn answers changed from no to yes and
back to no over the course of the proceedings. On the sub-
ject of whether Brenda confirmed the agreement in any way
during the marriage, either before or after her alleged
breach, David could say only that he and Brenda had “dis-
cussed . . . plans regarding life insurance . . . when our
children were born, [and] when the premiums were due.”
Later he added that they sometimes confirmed their agree-
ment “when [they] were out having fun or at home hav-
ing fun.” When asked to give specific examples of those
statements, David offered only that in December of 1997
he had asked whether everything was okay with the insur-
ance and she said it was. In our view, given the strength
of the substantive preference Illinois has for enforcing
written beneficiary designations only, this evidence was
insufficient as a matter of law to justify overriding the
written policies.


B. The NovaCare Death Benefit
  The district court also concluded that David and Ashley
were entitled to their respective shares of the NovaCare
policy according to the beneficiary designations Brenda
had made prior to her September 1996 effort to substitute
Linda as the sole beneficiary. The district court gave two
reasons for finding in favor of David and Ashley on this part
of the case: (1) federal common law estoppel, and (2) Bren-
da’s failure properly to complete the beneficiary designa-
tion form.
  Estoppel is at best a difficult theory to use with respect to
an ERISA benefits plan. See, e.g., Downs v. World Color
No. 00-3910                                               13

Press, 214 F.3d 802 (7th Cir. 2000). We noted in Downs
that some circuits do not recognize any application of estop-
pel principles to modify an ERISA plan, and that this court
has only gone so far as to hold that it might apply to an
unfunded, single-employer welfare benefit plan. Id. at 806
(citing cases). In Downs itself, we had no occasion to de-
cide whether estoppel might ever apply to other kinds of
ERISA plans, because the plaintiff failed in the first place
to establish the elements of estoppel. Id. The same thing is
true here. Relying on our earlier decision in Coker v. Trans
World Airlines, 165 F.3d 579, 585 (7th Cir. 1999), Downs
identified four elements that must be proved before equita-
ble estoppel will apply: (1) a knowing misrepresentation
by the defendants; (2) in writing; (3) with reasonable re-
liance by the plaintiff on the misrepresentation; and (4) to
the plaintiff’s detriment. Downs, 214 F.3d at 805. David
and Ashley’s estoppel argument founders immediately on
the second requirement: there was no writing of any kind
documenting Brenda’s alleged knowing misrepresentation
to the effect that David and Ashley were still the beneficia-
ries of her NovaCare policy. The estoppel theory therefore
cannot save David’s case with respect to the NovaCare plan.
  A more difficult question is whether the court properly
determined that the change of beneficiary form was not
effective. Brenda’s failure to sign and date the form on the
line provided for that purpose appears to have been at least
a technical violation of both the NovaCare plan summary,
which required her to “complete” the change of benefici-
ary form, and Reliance’s requirements for changing benefi-
ciaries. The policy provides that a beneficiary designation
“will be effective on the date the insured signs it.” Linda
argues that notwithstanding the technical omissions, the
change should be deemed effective because Brenda substan-
tially complied with the policy requirements.
  The concept of substantial compliance is part of the body
of federal common law that the courts have developed for
14                                               No. 00-3910

issues on which ERISA does not speak directly. Thomason
v. Aetna Life Ins. Co., 9 F.3d 645, 647 (7th Cir. 1993). The
precise question is whether it should apply to a signing
requirement like the one presented in this case. There is no
explicit requirement in ERISA that a change of beneficiary
form must be signed and dated in a specific manner. See
generally Phoenix Mutual Life Ins. Co. v. Adams, 30 F.3d
554, 562 (4th Cir. 1994) (“ERISA is silent on the matter of
which party shall be deemed beneficiary among disputing
claimants.”); compare Butler v. Encyclopedia Brittanica
[sic], 41 F.3d 285, 293-94 (7th Cir. 1994) (rejecting substan-
tial compliance doctrine where ERISA explicitly requires
witness to signature).
   The district court rejected Linda’s substantial compliance
argument without identifying the legal test it was apply-
ing or otherwise explaining its decision. It is unclear wheth-
er it thought that the signing requirement was so impor-
tant that no deviation from it could be tolerated, or if it
thought only that in the absence of sufficient justification a
policy holder who fails to sign and date a beneficiary des-
ignation has not substantially complied with the policy’s
beneficiary designation requirements. As David and Ashley
point out, the Ninth Circuit in BankAmerica Pension Plan
v. McMath, 206 F.3d 821 (9th Cir. 2000), took the latter
position. But the court made it clear in BankAmerica that
it was applying the law of California to the issue of sub-
stantial compliance. California requires not just evidence
of the policy holder’s intent to change beneficiaries but
also that the policy holder did “all he could” to effectuate
the beneficiary designation. The court found that a dece-
dent who, without apparent justification, failed to sign his
change of beneficiary form was “[a]t best . . . careless” and
“did not do all that he could have done.” Id. at 831. He
therefore did not substantially comply with the require-
ments for changing beneficiaries. Id. The Tenth Circuit also
looked to state law with respect to substantial compliance
No. 00-3910                                                15

in Peckham v. Gem State Mutual, 964 F.2d 1043 (10th
Cir. 1992), in which it was asked to determine the effect
of an employee’s imperfect filing. The question it asked,
however, was whether “ERISA preempts the state common
law doctrine of substantial compliance.” Id. at 1052. It
answered that in the negative, and then found that the
claimant had failed in any event to show substantial com-
pliance, without citing to any Utah case or any other au-
thority. The court never considered whether federal com-
mon law might itself include a doctrine of substantial
compliance, nor did it consider whether there might be any
difference between such a rule of federal common law and
the Utah doctrine. Under the circumstances, therefore, we
do not find Peckham to be particularly useful on the ques-
tion of the proper choice of law.
  Other courts that have considered this question have
opted for federal common law. Indeed, this circuit has al-
ready recognized that substantial compliance in the ERISA
context is a matter of federal common law. Butler, 41
F.3d at 294 (a court can “adopt a substantial compliance
doctrine as a matter of federal common law” unless ERISA
speaks on the issue). See also Pilot Life Ins. Co. v. Dedeaux,
481 U.S. 41 (1987). The Sixth Circuit did the same in
Tinsley v. General Motors Corp., 227 F.3d 700, 704 (6th
Cir. 2000), where it reversed an application of state law
and applied federal law to the issue of designation of an
ERISA beneficiary, explicitly distinguishing the Ninth Cir-
cuit’s reliance on state law. Likewise, the Fourth Circuit
turned to federal common law in Phoenix Mutual Life, 30
F.3d at 564, a case remarkably similar to the one at bar, in
which the court approved the following federal test for
substantial compliance:
    . . . [A]n insured substantially complies with the change
    of beneficiary provisions of an ERISA life insurance
    policy when the insured: (1) evidences his or her intent
    to make the change and (2) attempts to effectuate the
16                                              No. 00-3910

     change by undertaking positive action which is for all
     practical purposes similar to the action required by the
     change of beneficiary provisions of the policy.
Id. This test requires evidence of intent and substantial
completion of the benefit change process, but it notably
omits the “all he could have done” element that Bank-
America concluded California law requires.
  Although this court has applied the substantial compli-
ance concept elsewhere in ERISA cases, see, e.g., Donato
v. Metropolitan Life Ins. Co., 19 F.3d 375, 382 (7th Cir.
1994), Halpin v. W.W. Grainger, Inc., 962 F.2d 685, 693-94
(7th Cir. 1992), we have not yet had occasion to consider
whether it applies, and if so how, to an ERISA-regulated
policy’s change of beneficiary requirements. We did, how-
ever, face a similar claim with respect to a soldier’s Na-
tional Service Life Insurance policy proceeds in Criscuolo v.
United States, 239 F.2d 280 (7th Cir. 1956), which also
concerned an insurance claim governed by federal law. As
the soldier lay dying in a hospital, he gave a staffperson
a note indicating that he wanted to make his wife the
beneficiary of his policy. The staffer obtained and completed
a change of beneficiary form, but the soldier died before
he was able to sign and submit it. We found substantial
compliance, noting that while “the mere intent to change
the beneficiary is not enough,” “the intention, desire, and
purpose of the soldier should, if it can reasonably be done,
be given effect by the courts.” Moreover, we said, “sub-
stance, rather than form, should be the basis of . . . [such]
decisions.” Id. at 282.
  We see no reason not to apply the substantial compliance
notion to this issue just as we do in other ERISA-related
disputes. Not infrequently, we face the situation where
an employee who was denied benefits under an ERISA-
regulated plan claims that he was not properly notified by
the plan administrator of the reasons for the denial, as re-
No. 00-3910                                                 17

quired by 29 U.S.C. § 1133 and its implementing regula-
tions. In that situation, we have held that the plan adminis-
trator’s substantial compliance with the statute and reg-
ulations is sufficient. Tolle v. Carroll Touch, Inc., 23 F.3d
174, 180 (7th Cir. 1994); Donato, 19 F.3d at 382. In deter-
mining whether there was substantial compliance, “the
purpose of 29 U.S.C. § 1133 and its implementing regula-
tions . . . serves as our guide: was the beneficiary supplied
with a statement of reasons that, under the circumstances
of the case, permitted a sufficiently clear understanding
of the administrator’s position to permit effective review.”
Donato, 19 F.3d at 382. When the shoe is on the administra-
tor’s foot, then, the rule is that a harmless, technical slip-up
on the plan administrator’s part is not enough to undermine
the legal sufficiency of her actions: a similarly minor in-
advertence on the employee’s part should lead to a parallel
result.
  In our view, the criteria the Fourth Circuit articulated
in Phoenix Mutual Life are the correct ones. The fact that
a policy holder made a careless error should not conclu-
sively determine whether her efforts at naming a benefi-
ciary were effective for purposes of the policy and the
statute. Carelessness suggests a lack of attention to detail,
but it tells us very little about whether the policy holder
formed the necessary intent to name a beneficiary and
whether she took sufficient steps consistent with that intent
to implement her decision. We are aware that there will
be situations in which a failure to sign and date a benefi-
ciary designation may cast significant doubt on whether
the policy holder actually decided to go through with the
change. But it is equally true that there are other cases
in which the evidence will unequivocally establish that
the policy holder intended to make the new benefici-
ary designation and took positive action to effectuate that
intent. Cf. Becker v. Montgomery, 121 S.Ct. 1801, 1808
(2001) (holding that failure to sign notice of appeal should
18                                              No. 00-3910

not be fatal where “no genuine doubt exists about who is
appealing, from what judgment, to which appellate court”).
  The evidence in the case before us leaves no doubt about
Brenda’s intent to make Linda the sole beneficiary of her
NovaCare policy. Brenda attempted to make the change
at the same time that she successfully named Linda the
beneficiary of the Continental and the Life Investors pol-
icies. She requested the change of beneficiary form from
her employer and filled it out in her own handwriting.
She completed the form in its entirety (including a Septem-
ber 1, 1996 effective date) with the exception of the signa-
ture and date lines. She then turned the form in to the
NovaCare benefits coordinator, who accepted and processed
the application as though it were complete. Whether or not
Brenda received a letter confirming the change, we know
she had no indication that the change was not effective.
On these facts, her failure to sign and date the form can
only be construed as carelessness. Given that all the oth-
er evidence indicates that Brenda intended to make Lin-
da her beneficiary and took the steps necessary to do so,
we conclude that Brenda substantially complied with the
change of beneficiary requirements of the NovaCare policy
and that Linda is entitled to its proceeds.


                            III
   We do not know why Brenda chose to make Linda the sole
beneficiary of her Life Investors and Continental life insur-
ance policies in the fall of 1996, but that is what she did.
Under Illinois law she was entitled to do so, even at the
expense of her husband and child, unless she legally ob-
ligated herself in one way or another to designate only them
as beneficiaries. David’s testimony alone, especially giv-
en its vague and conclusory nature, simply cannot support
a finding that Brenda took on such an obligation. Because
Linda also established her entitlement to the NovaCare
No. 00-3910                                           19

policy proceeds under federal law, we REVERSE and direct
the district court to enter judgment for Linda.

A true Copy:
      Teste:

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




                  USCA-97-C-006—6-28-02
