Grant v. Bessemer Trust Co. Inc.

Grant v. Bessemer Trust Co. of Fla., Inc. ex rel. Grant, 4D11-3614, 2013 WL 3335064 (Fla. Dist. Ct. App. July 3, 2013)

Here, the decedent's son, Thomas Grant, sought the construction of his father's will and other declaratory relief against Bessemer Trust, the personal representative of his father's estate.  He alleged that Bessemer had violated a codicil of his father's will, which he claimed required Bessemer to provide him with lifetime employment with the parent company of the corporate conglomerate founded by his father.  

The trial court found the language in the codicil to be ambiguous and thus held an evidentiary hearing on the meaning of the codicil.  

During his life, Thomas' father was concerned that his son would not have a job within his company once he was gone.  He had many discussions with various parties involved in his estate plan and his business about how to accomplish this.  He was advised to do so by an employment agreement rather than through his estate planning documents, yet nevertheless, the following language was included in a codicil to his will:

"Employment provision for Thomas Jeffrey Grant. It is my intention that [Thomas] continue to be employed in a suitable and reasonable position in connection with the operation and management of my television station group. Accordingly, I hereby direct my Personal Representatives to make the necessary arrangements with my Business Trustee to ensure such employment and to ensure that his annual salary shall be no less than $125,000 per year, appropriately adjusted for annual cost of living increases."

An employment agreement was never executed.

The Appellate Court found there was substantial evidence that the decedent did not intend for this language to be construed as a lifetime employment provision.  He executed other Codicils after this one, including one in which he appointed his business partner to run the business after his death.  The Court found the language above to be precatory in nature and also focused on the fact that a testamentary direction to guarantee his son's employment would be in violation of the fiduciary duties of the officers and directors of the corporation.  The Court focused on the great degree of power and discretion the estate plan gave to the decedent's personal representative and business trustee to operate and manage the companies, which included the right to discharge employees including beneficiaries and to sell the corporation.  The Court held that the clause required the personal representative to obtain employment for Thomas with the company, but did not compel them to retain him contrary to their fiduciary obligation to the corporation.



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