Crocker-Citizens National Bank v. Crockett
Crocker-Citizens National Bank v. Crockett
Opinion of the Court
Appellants, some of the legatees under the will of Camille Ehrenfels, appeal from the trial court's “Decree Determining Interests in Estate,” which decree determined in part that the various bequests in decedent’s will of shares of common stock of Standard Oil Company of New Jersey (hereafter referred to as Standard Oil) be satisfied out of shares of common stock of Diversification Fund, Inc., on the basis of 2.008 shares of the latter stock for each bequeathed share of Standard Oil stock. The sole contention of appellants is that this determination by the trial court was erroneous because the bequests of Standard Oil stock constituted general legacies and, accordingly, appellants are entitled to either Standard Oil stock in kind or to the cash equivalent of this stock as of the date of decedent’s death or, alternatively, the date on which appellants could first petition the court for preliminary distribution of their stock.
Camille Ehrenfels died on April 25, 1963, leaving a will dated July 28, 1955 and two codicils dated August 9 and November 25, 1955. By the terms of articles third, fourth, and fifth of decedent’s will and the November 25, 1955, codicil, decedent bequeathed varying amounts of shares of Standard Oil common stock to appellants and to other designated individuals and organizations, these bequests totalling 466 shares.
After the execution of decedent’s will and codicils and prior to her death various events occurred which ultimately brought about the instant controversy. These consisted of the following: On February 10, 1956 Standard Oil split its common stock on a three-for-one basis. As a result of this stock
On April 25, 1963, decedent died without ever having regained competency. At no time prior to her death had she consented to the exchange of Standard Oil stock for stock in Diversification Fund, Inc. On June 7, 1963 decedent’s will and her two codicils were admitted to probate and CrockerAnglo National Bank was appointed executor of decedent’s will. On June 25, 1964 the executor filed in the trial court a petition to determine heirship. This petition set out the above-noted facts and requested the court to determine what interest those persons and organizations to whom decedent had bequeathed shares of Standard Oil stock possessed in decedent’s estate.
After a hearing on the executor’s petition, the trial court drew conclusions of law from its findings of fact to the effect that the bequests of Standard Oil stock were specific; that the guardian’s conduct did not adeem these bequests; and that decedent’s intent could best be carried out and given effect by distributing to the stock legatees the proceeds of the Standard Oil stock in changed form, namely by giving them the equivalent number of shares of Diversification Fund, Inc. The trial court thereupon entered its decree determining interests in estate, which decree stated that the bequests of Standard Oil stock were specific legacies to be satisfied out of the common stock of Diversification Fund, Inc.; that for purposes' of this satisfaction, the valuation date of the securities was July 27, 1961
Appellants urge that the trial court’s determination was erroneous on the basis that the subject legacies were general legacies and that, accordingly, appellants are entitled to the Standard Oil stock in kind or the cash equivalent thereof either as of the date of decedent’s death or as of the date when appellants could first petition the court for preliminary distribution. In urging that the trial court’s determination should be upheld respondent sets forth two theories upon which the trial court could properly determine that the
By statutory provision, “Legacies are distinguished and designated, according to their nature” as specific, demonstrative or residuary and they include an annuity. (Prob. Code, § 161.)
Turning to the consideration of whether in the instant case the bequests of Standard Oil stock are specific or general, we note the well-established rule that in determining whether a bequest is specific or general, the fundamental and controlling factor is the intent of the testator at the time the will was
“If the construction of the . . . will is based upon its terms without the aid of extrinsic evidence its construction is one of law and we are not bound by the trial court’s interpretation of it.” (Estate of Black, 211 Cal.App.2d 75, 83 [27 Cal.Rptr. 418]; see Estate of Platt, 21 Cal.2d 343, 352 [131 P.2d 825].) Where extrinsic evidence is received, but there is no conflict in the evidence, the interpretation of the instrument is likewise a question of law and the appellate court is not bound by the trial court’s interpretation of it. (Parsons v. Bristol Development Co., 62 Cal.2d 861, 865-866 [44 Cal.Rptr. 767, 402 P.2d 839]; Estate of Platt, supra, p. 352; McManus v. Sequoyah Land Associates, 240 Cal.App.2d 348, 353-354 [49 Cal.Rptr. 592].) Where, however, extrinsic evidence is properly received, and such evidence is conflicting and conflicting inferences arise therefrom, the appellate court will accept or adhere to the interpretation adopted by the trial court provided that that interpretation is supported by substantial evidence. (Parsons v. Bristol Development Co., supra, pp. 865-866; McManus v. Sequoyah Land Associates, supra, p. 353.)
Turning to the instant case in the light of these rules involving interpretation of instruments, we conclude that
In Santa Clara Properties Co. v. R.L.C., Inc., 217 Cal.App.2d 840, 849-850 [32 Cal.Rptr. 333], we held that where no objection is made in the trial court to the admission of extrinsic evidence to aid in the interpretation of a written instrument, the appellate court must consider the parol evidence adduced in ascertaining whether inferences can be drawn from the written agreement and the surrounding circumstances to support the trial court’s findings as to the contracting parties ’ intention. In the instant case, however, since the extrinsic evidence was uncontroverted, we need not consider whether inferences can be drawn from the agreement and the surrounding circumstances to support the trial court’s findings as to decedent’s intention, but, in view of the principles announced in Parsons and Platt, we must make an independent determination of the meaning of the provisions of the will in question.
The particular intent of testatrix which is relevant in the instant case relates to the question of whether she intended to give a specific thing and that alone or whether, on the other hand, she intended to give a bequest that in any event should be paid out of her general estate. (See Estate of Sullivan, 128 Cal.App.2d 144, 146 [274 P.2d 946]; Estate of Blackmun, 98 Cal.App.2d 314, 317 [220 P.2d 30].) In determining this intent, there is a strong presumption that a bequest is intended to be general and not specific; “in cases of doubt, the courts will presume that the testator intended to give a general bequest rather than a specific one.” (Estate of Jones, supra, 60 Cal.App.2d 795, 798; Estate of Jepson, 181 Cal. 745
In the instant ease, we have determined that the language of decedent's will, coupled with the circumstances existing at the time she executed the will, requires the conclusion that the bequests of Standard Oil stock are specific rather than general. Of major significance is the specific provision in decedent’s will stating that “The bequests of shares of stock of Standard Oil Company of New Jersey are intended to be said shares as presently constituted,” and the provision in the same paragraph that if, prior to her death, said shares were changed by “splitting or otherwise” the legacies were to be ‘1 satisfied with the changed shares representing and being the equivalent of the presently outstanding shares.” (Italics added; see Estate of Buck, supra, p. 374, where the language deemed indicative of an intent to make a specific bequest identified the stock as shares “ ‘now represented in my estate. . . .’ ”) This language, when considered in connection with (1) the circumstance that decedent, at the time she executed her will and the codicils, owned a sufficient number of shares of Standard Oil stock to satisfy the various bequests of this stock, (2) the evidence establishing that decedent had a strong affinity for Standard Oil Company of New Jersey, and (3) the fact that while decedent owned stock in 11 different publicly held corporations, the Standard Oil stock was the only stock specifically bequeathed by name, makes it reasonable to assume that when decedent executed her will she had in mind the disposition of specific shares of Standard Oil stock owned by her. (See 96 C.J.S., Wills, § 1129, pp. 890, 898-899.) Moreover, in eight of the clauses of her will wherein she bequeathed Standard Oil stock, decedent combined these be
In contending that the bequests of Standard Oil stock contained in decedent’s will are general rather than specific, appellants rely upon the “presumption” that a bequest is general rather than specific and upon the following facts : (1) Standard Oil Company of New Jersey is a publicly held corporation whose shares are traded on a national stock exchange ; (2) decedent made no reference to particular certificate numbers in bequeathing such stock; (3) decedent failed to refer in her will to the Standard Oil stock as “my shares”; (4) decedent did not bequeath all of the Standard Oil stock in her estate; (5) decedent’s will provided that the stock legacies were not to be diminished by state or federal taxes; and (6) decedent’s will discloses an intent to confer an “economic benefit” upon certain legatees by virtue of the fact that in making various of the stock bequests decedent suggested that they be used for certain purposes.
In the recent case of Shriners Hospitals, where the Missouri Supreme Court was called upon to determine whether bequests of various numbers of shares of stock of Ralston Purina Company (the stock of this company being publicly held and traded) were specific so that the legatees were entitled to receive the additional shares resulting from a stock split, each of the arguments made by appellants in the instant case was considered and rejected by the court. In that case, at the time of executing her will the testatrix owned 10,258 shares of common stock of Ralston Purina Company. In her will the testatrix made 40 separate bequests of a stated number of shares of Ralston Purina stock to various individuals and organizations, these bequests totalling 4,190 shares. Some of these bequests were coupled with gifts of specific items of the testatrix’ personal property. In concluding that the stock
With regard to the testatrix’ failure to bequeath the exact total number of the shares which she owned, the court stated that this factor was neither conclusive nor convincing. As to the testatrix’ failure to designate the stock bequeathed as “my stock” the court concluded that the absence of such possessory words was immaterial when the intent of the testatrix is otherwise expressed. (P. 203; accord: Friedman v. Sabot, 205 Va. 318 [136 S.E.2d 845, 849].) Similarly, the court in Shriners Hospitals rejected the argument that an intent to create general bequests arises from the inclusion of a clause requiring taxes to be paid from the residuary estate. As the court pointed out, such a clause has been held “to indicate an intention on the part of the testator to have a bequest of corporate stocks to remain intact and therefore to be a specific bequest.” (P. 202.) Finally, the court found that the intent of the testatrix in expressly suggesting the specific use to which certain stock bequests should be put was highly indicative of an intent to create specific bequests.
Having concluded that the subject bequests were specific we must now determine the manner in which the bequests are to be satisfied in view of the exchange of the Standard Oil stock by the guardian during decedent’s incompetency. It is the general rule that a specific testamentary gift is adeemed when the specific property has been disposed of by the testator and cannot be traced to other property of the estate or when the testator has placed the proceeds of such property in a fund bequeathed to another. (Estate of Mason, 62 Cal.2d 213, 216 [42 Cal.Rptr. 13, 397 P.2d 1005]; see § 161, subd. (1).) In Mason, however, it was held that in the absence of proof that the testator intended an ademption, the sale of property specifically bequeathed in the testator’s will by the guardian of the estate of the testator during an incompetency from which the testator does not recover does not adeem the specific bequest. (See also Estate of Packham, 232 Cal.App.2d 847, 848-849 [43 Cal.Rptr. 318].) In Mason the court was concerned with the
We note, moreover, that the California courts prior to Mason and Packham consistently employed a tracing procedure where the testator disposed of or exchanged specifically bequeathed property prior to death. (See Estate of Stevens, 27 Cal.2d 108 [162 P.2d 918]; Estate of Cooper, 107 Cal.App.2d 592 [237 P.2d 699]; Estate of McLaughlin, 97 Cal.App. 485 [275 P. 875]; Estate of Cline, supra, 67 Cal.App.2d 800; Estate of MacDonald, 133 Cal.App.2d 43 [283 P.2d 271]; Estate of Helfman, 193 Cal.App.2d 652 [14 Cal.Rptr. 482]; Estate of Moore, 135 Cal.App.2d 122 [286 P.2d 939].) Of these cases, McLaughlin, Cline and Helfman expressly noted that such a tracing procedure has been followed in cases involving an exchange of stock for stock. In Mason the Supreme Court speaking of the ademption of a specific bequest noted that an ademption takes place “when the specific property has been disposed of ~by the testator and cannot he
It is apparent that Mason does not prohibit the guardian of a person who has become incompetent after making his will from selling, exchanging or reinvesting, pursuant to lawful authority, property which is the subject of a specific devise or legacy under the will. While the guardian’s act in so doing does not adeem the specific devise or legacy it relegates the devisee or legatee to taking the proceeds of the sale as far as they can be traced. In the instant case the proceeds of the Standard Oil stock specifically bequeathed consist of the Diversification Fund, Inc. stock for which the Standard Oil stock was exchanged and into which it can be readily traced. Accordingly, the determination made by the trial court that the various bequests of Standard Oil stock, adjusted for the stock splits, be satisfied out of the shares of the common stock of Diversification Fund, Inc., on the basis of 2.008 shares of the latter stock for each bequeathed share of Standard Oil stock was proper.
The decree is affirmed.
Sullivan, P. J., and Sims, J., concurred.
Appellants’ petition for a hearing by the Supreme Court was denied May 25, 1966.
The parties as well as the court below have considered and treated these bequests as aggregating 460 shares. Of the total shares bequeathed, 222 were bequeathed to appellants and the remaining 244 to nonappealing legatees.
The petition also noted that, pursuant to the stipulation of the various interested parties and the January 27, 1964 order of the court, the executor had acquired and currently held 1,380 shares of Standard Oil stock, this purchase apparently having been made in case the trial court ordered that the Standard Oil stock bequests be satisfied in kind.
This was the date on which the exchange of the Standard Oil stock for Diversification Fund, Inc. stock was consummated.
A cross-appeal, filed hy respondent on the theory that the exchange of the subject stocks had caused an ademption, has been dismissed by respondent.
Unless otherwise indicated all statutory references are to the Probate Code.
Reference
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- Estate of CAMILLE J. EHRENFELS, CROCKER-CITIZENS NATIONAL BANK, as etc., and v. MRS. ALLAN F. CROCKETT, Objectors and Appellants CALIFORNIA ALUMNI FOUNDATION, Objector and
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