Bailey v. Bailey

62 N.W.2d 829, 241 Minn. 143, 1954 Minn. LEXIS 560
CourtSupreme Court of Minnesota
DecidedFebruary 5, 1954
DocketNo. 35,745
StatusPublished
Cited by8 cases

This text of 62 N.W.2d 829 (Bailey v. Bailey) is published on Counsel Stack Legal Research, covering Supreme Court of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bailey v. Bailey, 62 N.W.2d 829, 241 Minn. 143, 1954 Minn. LEXIS 560 (Mich. 1954).

Opinions

Dell, Chief Justice.

Appeal from an order of the district court allowing the accounts of trustees from January 1, 1947, to December 31, 1950, in pro[146]*146ceedings under M. S. A. 501.34. This matter came to the writer recently on reassignment.

The trustees who prepared and submitted the accounts in question are Vincent K. Bailey, Gordon Bailey, and Elizabeth Fritz, sons and daughter of John Vincent Bailey, deceased. The trust involved was created in and by the last will and testament of the decedent. The objectors to the accounting of the trustees are Elizabeth Anna Bailey, widow, and Virginia M. Bailey and Margaret J. Scott, daughters, of John Vincent Bailey.

For many years the above-named decedent was the sole owner and operator of a successful unincorporated wholesale nursery business at Newport, Minnesota. His will, dated August 23, 1938, after certain specific devises and bequests, placed the residue of his estate, consisting of the assets of the business, in trust for the benefit of the above-named members of his family. His sons, Vincent K. and Gordon, were named as executors in the will. The will provided for three trustees at all times. Vincent, Gordon, and Margaret were named in the original will as trustees, but Elizabeth Fritz later was substituted for Margaret under a codicil to the will. Under the terms of the will, the trustees were directed to carry on the nursery business during the lifetime of testator’s wife and for a period not to exceed 20 years after her death. Under paragraph VI(10) of the will it was directed that, after the payment of the expenses of the nursery business, replenishment of emergency funds, care and maintenance of the widow, payment of indebtedness of the business, investment of earnings or capital in the business, and payment of debts left by decedent and all other disbursements deemed necessary or advantageous by the trustees, the remaining net income, if any, be paid by the trustees from time to time during the lifetime of the widow as follows: One-fifth or 20 percent to the widow and the remaining four-fifths to his five children in equal shares of 16 percent.

The will provided that upon the death of the widow the remaining net income should be paid from time to time during the continuance of the trust to decedent’s five children in the following proportions: One-third each to his sons, Vincent and Gordon, and one-ninth each [147]*147to Ms daughters, VirgiMa, Elizabeth, and Margaret. At the termination of the trust the assets were to be distributed one-third to each son and one-ninth to each daughter.

Other provisions, which it is not necessary to discuss here, were made for the event that any of testator’s children predeceased him or died during the lifetime of the widow.

At the outset, we must try to determine the testator’s intentions and wishes. After a careful examination of the will and the trust provisions in their entirety, it is our opinion that his primary wish and intention was to provide that the nursery business — his apparent lifework — would be carried on, expanded, developed, and improved principally under the management and direction of his sons, Vincent and Gordon, or the survivor. It is also apparent from the document that he reposed great confidence in the managerial ability, as well as the personal industry, of his sons. Under paragraph IX of the will he said that, while he had equal affection for all his children, his sons were responsible in a large measure for the property he had accumulated and that as a reward for their excellent service and co-operation and in keeping with a promise made to them previously, which was not fulfilled because of change in plans, he had given them each a larger share of his estate than he had given his daughters.

Throughout the entire document he has evidenced his faith and confidence in his sons by making them executors of the will and by naming them as two of the three trustees. He then directed, authorized, and empowered the trustees to manage, operate, control, and carry on the business, investing them with all the powers, rights, and privileges which may be exercised by natural persons. He authorized and empowered them, as a necessary incident to the successful management of the nursery business, to buy, sell, and rent land and personal property, construct buildings, borrow money, and manage real estate; to establish a special fund, not in excess of $15,000, to be kept for emergency use in the business and replenished from time to time from income or capital; to cultivate, develop, improve, sell, and remove nursery stock; and to use a part of the net income from the business if they deemed it advantageous to the [148]*148business. He expressed a wish that his sons would devote their full time to the business, in the capacity of managers, providing for a monthly salary or such larger salary as the trustees deemed commensurate with the business done, such salary to be a part of the running expenses of the business. He also expressed a wish and desire that his sons ultimately would become the owners of the business. He authorized the trustees, after the death of his wife or at any time during the continuance of the trust if she predeceased him, to sell the nursery business and all real and personal property in the trust for fair value to his sons or, if one of them were dead, to the survivor of them. He requested that a fair and conservative appraisal of the property be made by disinterested persons before such sale and that favorable terms of sale be made so as to enable his sons, or the surviving son, to purchase the trust property from profits of the business and apply their or his beneficial share in part payment.

No one can fail to recognize upon a perusal of the entire document that, while the testator was concerned about the care and support of his surviving spouse and desired to have all his children share in the net income from the business, if any, he firmly desired to have his sons carry on the business and eventually own it, since he acknowledged that they were responsible in a large measure for the property he had accumulated.

The trial court made no findings and issued no memorandum in connection with its order allowing the accounts.

Although numerous objections have been filed, they have been listed and discussed in the briefs' under four basic headings: (1) Issues primarily involving accounts; (2) questions concerning compensation of the trustees in their capacity as managers; (3) issues primarily involving accumulation of income; and (4) widow’s support and maintenance.

The first of the four categories into which the issues presented by this appeal have been classified deals with the propriety of certain accounting practices used to determine the net income of the nursery. A number of questions are raised. First, appellants [149]*149contend that the trustees’ accounts are neither on a cash basis nor on an accrual basis; that inventories are not valued and certain liabilities are not reported; and that, therefore, it is impossible to determiné the true status of the income and capital accounts.

It is true that the duty of a trustee to make annual accounts requires a complete disclosure of the financial transactions affecting. trust property. To fulfill this duty, the trustee is required to keep records which will provide a complete and accurate foundation for the report. Whether or not a particular system of bookkeeping reasonably fulfills this obligation ordinarily is a fact question for the trial court.

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Bluebook (online)
62 N.W.2d 829, 241 Minn. 143, 1954 Minn. LEXIS 560, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bailey-v-bailey-minn-1954.