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HomeMy WebLinkAbout01-05-90 -..--' IN THE ESTATE OF ROBERT M. MUMMA, DECEASED IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. 21-86-398 BRIEF OF GUARDIAN AD LITEM IN OPPOSITION TO PETITION OF ROBRRT M. MUMMA. II INTRODUCTION Robert M. Mumma (the Testator) died on Apri112, 1986, leaving a Last Will and Testament with a Codicil, both of which have been duly probated in the Office of the Register of Wills in and for Cnmberland County to the above term and number. Roben M. Mumma IT (the Petitioner) is one of four adult surviving children of the Testator and is named as one of the remaindermen of trusts created in Testator's will. On January 6, 1987, Petitioner executed a document entitled "Disclaimer by Robert M. Mumma, IT". The disclaimer recited the provisions of trusts created under the will and concluded with Petitioner's disclaimer of "all right, title and interest in and to the principal of the trust under Article SEVENTH of the Will and the principal of the trust under Article EIGHTH of the WilL. ." This disclaimer was filed in the Office of the Register of Wills on January 12, 1987. On June 20, 1989, two and one-half years later, Petitioner filed a petition to revoke this disclaimer. Answers were filed in opposition to the petition by the Executricesffrustees, Robert M. Frey, guardian ad litem of the minor children of Petitioner, and by Linda Roth, a sister of Petitioner. An order granting Petitioner's request to revoke his disclaimer was granted by the Orphans' Court to which the guardian ad litem filed exceptions. Page 1 /O.t::' - 'T ,,) ARGUMENT I. The Orphans' Court decision is in conflict with the established law in Pennsylvania. While it is correct that the law of Pennsylvania regarding the revocation of valid disclaimers provides little guidance, there is ample guidance available in related areas of law to resolve the question. As noted by Justice Papadakos in his dissent recently in Bi~~ins v. Shore. _Pa._, 565 A.2d 737 (1989), the law regarding third-party beneficiary contracts, gifts, trusts, powers, and agency are all intertwined, and courts have not always been in agreement as to which law should apply. Id. at 745. Justice Papadakos' dissent and Justice Flaherty's opiuion announcing the judgment of the court both attempted to reach a decision which was consistent with related areas of law. (See, for instance Justice Flaherty's opinion at 741 noting that the decision is consistent with concept of a gift.) By the same token, the law regarding disclaimers should be construed in light of related Pennsylvania doctrines, most notably inter vivos gifts and third-party beneficiary contracts. The Orphans' Court decision in the case at bar, reaching a conclusion in conflict with these related areas of law, was an error of law and should have been decided in a manner to reach consistency. A. The decision is in conflict with the law of inter vivos gifts. In analyzing the issue of the enforceability of a disclaimer, an obvious parallel can be found in the Pennsylvania cases dealing with the enforceability of an inter vivos gift. The fact that a disclaimer is a form of gift is evident from Internal Revenue Code treatment of them as gifts subject to gift tax, absent the meeting of certain requirements. Internal Revenue Code ~250 1 et seq. It is a well established rule that for a gift to be valid, "two essential elements are requisite: An intention to make an immediate gift, and such an actual or constructive delivery to the donee (a) as to divest the donor of all dominion and control...." Post Estate v. Commonwealth Bank and Trust Comoany. 500 Pa. 420, 422, 456 A.2d 1360 (1983); see also Lessner v. Rubinson Pa. Superior Ct. _, _ 555 A.2d 193, 197 (1989). There can be no doubt that the requirements of an inter vivos gift were met in this instance. Petitioner's disclaimer of his interest took effect immediately and expressed in the present tense his intent to renounce and disclaim. Furthermore, Page 2 /?~ the language clearly divests Petitioner of all dominion and control. Had the disclaimer not divested Petitioner of all dominion and control, the present court proceedings would be unnecessary. Thus, Petitioner made a valid gift. A valid gift having been made, the burden rests on Petitioner to prove that the gift should not be honored. Petitioner did not meet his burden. The rule remains the same as was stated by the Supreme Court in 1893: If there is no evidence which tends to prove that the donor was incompetent to the make the gift, or which raises a suspicion of fraud or undue influence on the part of the donee, the capacity of the donor and the fairness of the transaction will be presumed, unless the relation between the parties is such that the policy of the law casts upon the donee the burden of showing that the gift was the voluntary and intelligent act of the donor. In the absence of such evidence this burden does not rest on children who receive gifts from their parents. These gifts are, prima facie, good, and it requires something more than the mere relation of parent and child to nullify them, or to impose on the donee the burden of showing that they are free from any taint of fraud or undue influence: W Offall' s A)J\)eal 110 Pa. 349. Yeakel v. McAttee. 156 Pa. 600, 27 A. 277 (1893). By allowing the Petitioner to revoke his disclaimer, the Orphans' Court decision has removed the burden which exists for all other gifts and allows a gift by disclaimer to be made at the whim of the disclaimant without any burden whatsoever. Such a ruling was an error oflaw. B. The decision is in conflict with the law of third-party beneficiaries of contractual gifts. While not a contractual gift for the benefit of third-parties, the disclaimer is very similar as it is a gift in the form of a formal document contemplating payment to third parties. The law regarding contractual gifts was recently reviewed by the Supreme Court in Bil!~ins v. Shore. ~a._, 565 A.2d 737 (1989) in a decision affirming Pennsylvania adherence to the first Restatement on Contracts rule on contractual gifts and rejecting the "modem" rule. The decision is relevant to the matter before the Orphans' Court because it contained an extensive review of the law of contractual gifts. Interestingly, the Orphans' Court decision conflicts with both the opinion announcing the decision of the Court and the dissenting opinion of Justice Papadakos. The rule in Pennsylvania as stated in the opinion is "that a donee beneficiary's contractual rights vest immediately, that they may not be modified by the contracting parties unless the power Page 3 ; 'j' 'l to modify has been expressly reserved in the contract, and that the donee beneficiary has a right of action to enforce the benefit conferred by the contract." [d. at 739; citing Lo~an v. Glass. 136 Pa. Superior Ct. 221, 7 A.2d 116 (1939), ajJ' d per curiam, 338 Pa. 489, 14 A.2d 306 (1940). Under this rule, Petitioner would not be allowed to revoke his disclaimer since he did not expressly reserve the right to do so. Conversely, Justice Papadakos urged that Pennsylvania should adopt Section 311 of the Second Restatement of Contracts which would allow the modification of a beneficiary's rights unless there was an express provision prohibiting such a right. [d., at 745. In the case at bar, the Petitioner specifically stated that his disclaimer could not be revoked. Thus, allowing revocation of the disclaimer is in conflict with the law of contractual gifts as stated in Section 311 of the Second Restatement of Contracts. For the Orphans' Court to allow the revocation of a disclaimer which expressly stated that it was irrevocable is an error of law in direct contradiction to the law of Pennsylvania as recently stated by the Supreme Court. II. The Decision of the Orphans' Court nullifies the legislative intent behind Sections 6201 et seq. of the Probate, Estates and Fiduciaries Code. The express purpose of section 6201 et seq. and the predecessors thereof is to "obtain and preserve tax advantages accruing from a change in the federal tax laws by the Revenue Act of 1942." See 20 Pa. C.S.A. ~6201,Official Comment--l976. The comment goes on to note that "a disclaimer can never be effective for tax purposes if it is ineffective under State property law. One purpose of Chapter 62 is to liberalize the property law requirements for disclaimer so that legitimate attempts to avoid taxes on unwanted gifts will not be frustrated by property law provisions that are stricter than those required for tax purposes." [d. That the legislature had a specific intent to allow persons to maximize tax benefits is further emphasized at section 6206(a) of the statute. The Pennsylvania legislature specifically broke from the uniform act which required that disclaimers be executed within six months of vesting. The official comment states, "This six-month limitation greatly reduces its usefulness because it will invalidate many disclaimers that would have been good at common law and would have been effective for federal estate tax purposes." 20 Pa.C.S.A. ~ 6206, Official Comment--1976. The decision of the Orphans' Court in the case at bar Page 4 <:"Jt:l -,.., directly undercuts the legislative purpose of promoting and preselVing tax advantages created under the Internal Revenue Code by making the requirements for compliance much stricter if not impossible. A review of the Internal Revenue Code makes this point obvious. Generally, a transfer of property by gift is taxable to the donor under Chapter 12 of the Internal Revenue Code, 26 U.S.C.A. ~2501 et seq. An exception is made in the case of a "qualified disclaimer" of an interest. 26 U.S.C.A. ~ 2518. A disclaimed interest is treated as never having been received by the disclaimant and is, thus, an effective means by which a person can transfer large sums by gift without incurring gift tax liability. There can be no doubt of the tax benefits created by the Internal Revenue Code and the Pennsylvania Probate, Estates and Fiduciaries Code. Using Petitioner's estimates of the value of his father's estate, Petitioner would have been entitled to inherit between $10 and $20 million. Without the availahility of the disclaimer rules, the only way for Petitioner to transfer this property to his children tax free would be through annual installments $10,000.00 to each of his children. Even ignoring earnings on the corpus, it would take in excess of 300 years for Petitioner to transfer this property. If the property were not transferred by Petitioner, but remained in his ownership until his death, the state inheritance tax and federal estate tax burden would be enormous. A six percent inheritance tax on $10 million would require payment of $600,000.00. The Federal Estate tax on a taxable estate of $10 million at current rates would be $4,583,000.00. Given the fact that the Petitioner is listed as equal shareholder with the Testator in a number of the assets, it is likely that Petitioner's taxable estate would greatly exceed $10 million. To qualify for these tax benefits, a beneficiary must make a "qualified disclaimer." Section 25l8(b) states, "the term 'qualified disclaimer' means an irrevocable and unqualified refusal by a person to accept an interest in property. . . ." The effect of the Orphans' Court decision in the case at bar is to greatly undermine, if not totally eliminate, the ability to disclaim testamentary bequests in Pennsylvania when the property is not transferred in the year disclaimed. On its face, Petitioner's disclaimer seemed to satisfy the Internal Revenue Code requirement that it be an "irrevocable and unqualified refusa1." In fact, the disclaimer expressly stated that the Petitioner did thereby "absolutely, irrevocably and unqualifiedly renounce and disclaim all right, title and interest. . . ." Nevertheless, despite the absolute terms of the written disclaimer stating that the disclaimer was irrevocable, the Orphans' Court ruled that the disclaimer was revocable based Page 5 ~Y9 solely on the "fmding that Testator's testamentary intentions and desires must be honored. . . ." Were this decision to be applied throughout the Commonwealth, any testamentary bequest could not be irrevocably disclaimed by the named beneficiary because it would, by its terms, alter the testamentary intentions and, according to the Court's reasoning, would benefit living issue of the disclaimant to the exclusion of unborn issue. The disclaimer could be revocable at the will of the disclaimant at any time before it was received, thereby not satisfying the Internal Revenue Code. This result would effectively nullify the clear purpose of the Pennsylvania legislature in authorizing such disclaimers and setting the requirements for their enforcement. It is a cannon of statutory construction that a statute shall be construed to give effect to the intention of the statute, I Pa.C.S.A. ~1921, that it is to be effective and certain, I Pa.C.S.A.~1922(2), and that it is not to be construed to lead to an absurd result, I Pa.C.S.A. ~1922(1). As stated above, the legislature clearly exhibited and intent to allow disclaimers. III. Section 6205 does not have the effect that only children alive at Decedent's death would take under the will. The decision of the Orphans' Court is based on incorrect construction of the terms of the Testator's will. Using this improper construction as a starting point, the Court then reaches the conclusion that Section 6205 works a hardship because it causes a result which the Testator did not intend. In fact, what causes the hardship is the improper construction of the Testator's will. The Court states at page 4, "The effect of the disclaimer is that Petitioner predeceases the Testator, with Petitioner's share under the will passing to any issue Petitioner has living at the time." The error is in the phrase "living at the time." Nowhere within the four corners of the will is it specifically stated that only issue living at the time of Testator's death may share in the residuary. It states in relevant part, "In the event any of my said children shall predecease me leaving issue surviving, then and in that event their share above provided shall pass to such issue." The will does not specify that the time of surviving is the Testator's death, nor is it reasonable that the Testator would have made such a specific proviso. The clause is a general provision to make the purposes of the will effective in the event of occurrences after the date of the will which could not be predicted. Page 6 666 Not only does the will not make a specific requirement that only children living at the date of Testator's death could share in the estate, but the rules of will construction would urge the opposite conclusion. The rules of construction are set forth in the Probate, Estates and Fiduciaries Code at Section 2514, 20 Pa.C.S.A. !} 2514. Subsection (5) states that the time to ascertain membership in a class is the time when the bequest is to take effect in enjoyment, "except that the issue then living of any member of the class who is then dead shall take per stirpes the share which their deceased ancestor would have taken if he had then been living." Under this construction, all issue would share in Petitioner's share. The established case law of Pennsylvania on remainders require the same an intetpretation. The Supreme CoUrt stated the rule in Minni~v. Batdorff. 5 Pa. 503 (1847): When there is an immediate gift to children, only those living at the testator's death will take; but it is now settle, that where a particnlar estate or interest is carved out, with a gift over to the children of the person taking that interest, or of any other person, the limitation will embrace not only the objects living at the death of the testator, but all who shall subsequently come into existence before the period of distribution. Such a remainder vests in the objects to whom the description applies at the death of the testator, subject to open and let in others answering the descriptions they are born successively. [d., at 504-505. (emphasis in original) Construction of Testator's will should reach the conclusion that the determination of the members of the class of remaindermen cannot now be determined since the life tenant is still living and that the Testator intended to keep the class open nntil the death of the life tenant. Guidance can be found in McDowell National Bank v. Apple~ate. 479 Pa. 300, 388 A,2d 666 (1978). In that case, as in the case at bar, the question was whether the class of beneficiaries closed at the date of death or remained opened. As in this case, the testator did not directly express his intent on this matter. The Supreme Court found that the scheme of distribution indicated that the class was to remain open after his death. Among the relevant indicators was a provision to prevent application of the Rule Against Petpetuities, designation of beneficiaries by the class designation of "children" of his named son and daughter, and the use of language including all of the children of his named son and daughter. This CoUrt has held that where a testator employs a class designation, his intent is to include "not only those known to him but all that may come into the class described unless there is some contrary intent manifested." Earle Estate, 369 Pa. 52, 58, 85 A.2d 90,93 (1951) (bequest to male children of testator's sons bearing family name included grandsons born after testator's death); accord, Wanamaker'S Estate. 335 Pa. 241, 6 A.2d 852 (1939) (bequest to "grandchildren" included all grandchildren, Page 7 bo/ including those born after testator's death); cf. Robinson's Estate. 266 Pa. 251, 109 A. 924 (1920) ("The use of the word 'children' necessarily implies all children and an intention to treat all alike," including son estranged for twenty-two years). "It is well settled that if a person qualifies within the exact meaning of language describing a class he will be held to be a member of that class unless other language in the instrument expressly or by clear implication indicates a contrary extent." Earle Estate, 369 Pa. at 58, 85 A.2d at 93 (citing cases). By contrast, the present case differs significantly from those holding that the testator intended to limit the class of beneficiaries to those living at the time of his death. In Smith's Estate. 226 Pa. 304, 75 A. 425 (1910), a bequest to grandchildren attaining age twenty-one was specifically limited to those "living at the time of my death." Cf. Wallace's Estate. 299 Pa. 333, 149 A. 473 (1930) (rights of beneficiaries determined as of time of death where testator defined rights of beneficiaries by reference to his own death). We therefore believe that testator did not intend to close the class of beneficiaries upon his death. No language or circumstances indicate a contrary intent. 479 Pa. at 306, 388 A.2d at 669. While it may be argued that these cases may distinguished because they did not deal with the possibility of after born children of a predeceased child, the conclusion should be the same. Where the time for enjoying the benefit of a bequest remains in the future, as in the case at bar, the membership of the class should be considered open until the time for enjoyment, unless the testator specifically indicated an intent to the contrary. The Orphans' Court also erred in its interpretation of the term "predecease" in the will. The Court ruled that "the effect of the disclaimer is that Petitioner's children will not be treated equally, as the Testator intended, because only those children alive prior to the Testator's date of death will take under the will." Orphan's Court decision, page 4. This interpretation is in direct conflict with Judge Hess's interpretation of predeceasing in Bloom v. Selfon. 7 Fiduc. Rep. 2d 25, 28 (1986): "Common sense, in part, impels us to the conclusion that the phrase 'in the event my spouse predeceases me' is less a pre-condition and more a provision to address the situation where the primary beneficiary could or would not inherit." This decision has been affirmed by the Supreme Court which said: The clear intent to be discerned from the present will is that the husband's uncle, Selfon, was given precedence over testatrix's brother and sisters, who, in Page 8 bO~1 fact, were not intended to receive anything under testatrix's will. Nevertheless, appellants argue that the bequest to Self on was made absolutely conditional upon the death of testatrix's husband, in that testatrix stated in paragraph IV of the will that the estate should pass to Selfon "[i]f my said husband predeceases me." We believe this language does not evidence an intent that Selfon should be denied receipt of the bounty where the former husband is still living, where, due to divorce, the latter is disqualified from taking under the will. The effect of the language in question was analyzed correctly in the decision below, wherein the Superior Court stated: These words, however, may also be viewed as part of a broader scheme, i.e., a method by which the testatrix describes her order of preference regarding who should enjoy her estate. It is overwhelmingly likely that the only reason for the predecease clause was to provide a fallback beneficiary in case the husband was no longer available to take under the will. Once the husband is barred by divorce from taking the gift, the time of his death no longer has any apparent significance. Therefore, as the trial judge noted in his opinion, "[c]ommon sense, in part, impels s to the conclusion that [the predecease clause] . . . is less a precondition and more a provision to address the situation where the primary beneficiary could or would not [take under the will] . . ." 366 Pa.Super. at 289, 531 A.2d at 15. Construction of the predecease clause as transitional language in the will's recitation of fallback beneficiaries, rather than as language making the gift conditional, is indeed compelled by a common sense understanding of the unmistakable testamentary scheme of the will. It would have been highly illogical fro testatrix to have made disposition of her estate dependent upon the death of a former spouse who is no longer a qualified beneficiary. We fmd no indication in the will that use of the phrase, "[i]f my said husband predeceases me," was intended to mean anything other than, "if my husband is no longer able to take as a beneficiary." To conclude otherwise would be to place undue teclmical emphasis upon testatrix's use of the word "predeceases," with the result that testamentary scheme would be defeated. _Pa. at _, 555 A.2d at 77-78. The same reasoning should apply to interpretation of the predecease clause in the Testator's will. The Orphans' Court should have ruled as a matter of law that it is not an absolute requirement that the children of the Petitioner be born at the date of the Testator's death, but that the children should take if the Petitioner should fail to qualify. If the Orphans' Court had read the will and statute in the same way as was done in Bloom, the irrevocable disclaimer would be enforceable without doing any harm to the Testator's intent. All surviving issue of the Petitioner would equally benefit. With this interpretation in mind, the relevant inquiry is whether Petitioner's disclaimer satisfies the statutory requirements. The Orphans' Court correctly concluded that the disclaimer is Page 9 -sr:>3 valid pursuant to the statutory requirements. It being settled that Petitioner validly disclaimed his interest in the estate of the Testator, the sole question remaining is whether Petitioner alleges facts, which if proven true, would allow him to revoke his disclaimer. IV. Petitioner does not allege facts justifying a revocation of a valid disclaimer A. Petitioner does not allege fraudulent inducement Petitioner concludes at paragraphs 11 and 12 of his petition that he should be allowed to revoke his disclaimer because he was fraudulently induced to execute the disclaimer. To allege fraud, the facts of fraud must be pleaded specifically; the mere conclusion of fraudulent induce- ment is insufficient to plead fraud. Pa.R.c.P. 1019(b). The facts on which Petitioner relies for the fraud are that in or about December 1986, the Petitioner was told by the attorney representing the estate that the estimated value of the Estate was approximately Nine (9) Million Dollars. "Based in part on this representation" Petitioner alleges that he executed the disclaimer. See Petition of Robert M. Mumma, II at page 3. These allegations are insufficient to allege fraud. As was said in Days Estate. 22 Fiduc. Rep. 662 (Del. Co. 1971), "The ultimate question is not merely whether the persuasion induced the transaction, for such persuasion is often permissible, but whether the result was produced on the one hand by influencing a freely exercised and competent judgment or on the other by dominating the mind or emotions." Id., at 667 (emphasis in original). The court put great weight on certain facts tending to show that the disclaimants were denied the opportunity to make a rational decisions as to the disclaimer. First, the disclaimants were called on short notice to attend a meeting without any information as to the purpose of the meeting, and they were instructed to come to the meeting without counseL Second, the disclaimants were denied the opportunity to consult with counsel and the immediate member of their families. Finally, the disclaimants were denied the opportunity to contemplate the matter for a reasonable period of time. Nothing is alleged by Petitioner to indicate anything other than that he now disagrees with a December 1986 valuation of the estate. He alleges nothing which indicates a domination of his mind or emotions. In fact, his petition admits that he only based his decision in part on the statements of the Estate's attorney. In reviewing the record, it is obvious that Petitioner could not have been induced, Page 10 / f"'I' j(~:) ,.'" "', > fraudulently or otherwise, to sign a disclaimer by the opinion of an attorney as to the value of the Decedent's Estate. The record reflects that Petitioner was actively involved in many of the assets listed on the Pennsylvania Inheritance tax return, filed in July of 1987. Of particular note, Petitioner is listed as the vice president of Pennsy Supply, given a value in the return in excess of Nine (9) Million Dollars. He is also listed as an officer or part owner of the following closely held corporations which were listed as assets of the estate: Derry Aire, Inc., High Spec, Inc., Lebanon Rock, Inc., Middle Park, Inc., Kim Co., Pennsy Supply Co., Nine Ninety Nine, Inc., Pennsy Supply, Inc., Robert M. Mumma, Inc. In addition, several corporations are listed as being owned by one or more of the before-listed companies. It is also important to note that nowhere in Petitioner's Brief does he present the argument that he should be allowed to revoke his disclaimer because of fraudulent inducement. B. Petitioner does not allege mistake of fact justifying revocation Petitioner argues in his brief that he should be allowed to revoke his disclaimer because of his mistaken assumption as to the value of the Estate. He relies on DIIY's Estate. supra, to support this argument. However, as discussed above, the holding in Day's Estate was based, not on the fact that the disclaimants did not know the value of the estate, but that they were asked to sign the document under circumstances which indicated that there was a dominating of their minds and emotions. [d., at 667. There appears to be no decisions in Pennsylvania deciding the issue of whether a disclaimer may be revoked because of a mistake of fact made by the disclaimant. Finally, Petitioner does not allege facts, which if proven true, would support the proposition that he executed the disclaimer because of a mistaken belief as to the value of his interest. For the same reason that Petitioner could not have been fraudulently induced, he could not have been mistaken: Petitioner was a controlling officer or part owner of most of the estate assets. Furthermore, he does not allege that he relied on the attorney statements, only that he partially relied. Thus, even assuming that the estimates were mistaken, the mistake was not the cause of Petitioner's disclaimer. / Page 11 I C ~ (0." . CONCLUSION Petitioner's request to revoke his disclaimer should have been denied. Disclaimers are recognized by statute and by the courts in Pennsylvania to be valid. Petitioner's disclaimer, having satisfied all the statutory requirements for a valid disclaimer, should be enforced as a legally binding document. No violation of the intent of the Testator is done because proper construction of the will leads to the unavoidable conclusion that issue of the Petitioner born after the death of the Testator would be entitled to share in the coIpus of the trust to the same extent as any issue born prior to the Testator's death. Furthermore, Petitioner has not alleged any facts, which if proven correct, would justify a court intervening to disqualify an otherwise valid document. For these reasons, Petitioner's request should be denied. 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