Beckmann v. Densmore

533 N.W.2d 497, 1995 Iowa Sup. LEXIS 115
CourtSupreme Court of Iowa
DecidedMay 24, 1995
DocketNo. 93-1484
StatusPublished
Cited by1 cases

This text of 533 N.W.2d 497 (Beckmann v. Densmore) is published on Counsel Stack Legal Research, covering Supreme Court of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Beckmann v. Densmore, 533 N.W.2d 497, 1995 Iowa Sup. LEXIS 115 (iowa 1995).

Opinions

CARTER, Justice.

This is a declaratory judgment action in probate relating to the administration of the estate of Lou D. Carpenter of Monticello, Iowa. Such actions are authorized by Iowa Code section 633.11 (1991). At issue, is the continuing validity, if any, of an option to buy stock in the Monticello State Bank that was conferred by decedent’s will on designated officers of that bank and the profit-sharing trust for the bank’s employees. After the making of the will, the decedent’s stock that was the subject of the option was acquired by a bank holding company in exchange for stock of the holding company and cash. The decedent was a ward under conservatorship at the time her Monticello State Bank shares were tendered to the holding company. The [498]*498holding company stock and cash that constituted the consideration for the decedent’s disposal of her Monticello State Bank stock has been segregated by order of the probate court so as to permit tracing if necessary to effectuate decedent’s testamentary intention. This procedure is authorized by Iowa Code section 633.644.

Because the designated executor under decedent’s will has a personal interest in this litigation, the present declaratory judgment action was brought by a temporary executor appointed by the probate court. The action seeks a declaration concerning whether the holding company shares and cash that were exchanged for the bank stock to which the options applied may, by substitution, become the subject of the options. The district court’s declaratory judgment answered this question in the affirmative. Some of the residuary beneficiaries have appealed from that judgment. After reviewing the record and considering the arguments presented, we answer that question in the negative and reverse the judgment of the district court.

The decedent, Lou D. Carpenter, was the surviving spouse of Halstead Carpenter, who for many years was the chief executive officer of the Monticello State Bank. Halstead Carpenter died in 1950. Following Hal-stead’s death, James Maurice, who succeeded Halstead as chief executive officer of the bank, looked after the financial affairs of Lou D. Carpenter. He did an admirable job in that regard. Mrs. Carpenter’s net worth, which was approximately $200,000 when her husband died in 1950, had increased to approximately $6 million by the time of her death on March 5, 1991. Mr. Maurice also did an excellent job of managing the affairs of the Monticello State Bank, whose assets increased from $14 million to $190 million during the approximately forty years he was its chief executive officer.

Lou D. Carpenter executed a will in 1965. This was replaced by another will executed in 1975. Both wills were drafted by James Maurice. The two wills were very similar in most respects. Under the 1965 will, cash bequests were made to the Congregational Church, John McDonald Hospital, Monticello Municipal Swimming Pool, Jones County Fair Association, and Public Library of Monticello. Five persons, who are nieces and nephews of Mrs. Carpenter and who are collectively referred to in this litigation as “the Densmores,” received cash bequests. A cash bequest was made to a housekeeper of Mrs. Carpenter and a bequest in trust was made to the brother of Mrs. Carpenter’s deceased husband. The five Densmores were made residuary beneficiaries under the will along with five other persons who were nieces and nephews of Mrs. Carpenter and who are referred to in this litigation as “the Ellises.”

Following the residuary clause in the 1965 will, it was provided that all bequests were to be paid as soon as possible and were to be tax free. Provision was then made for liquidation of Mrs. Carpenter’s assets. It was provided for bequests to reduce proportionately if the assets were not sufficient to pay them in full. Finally, this clause provided:

It is my wish and desire that the active officers of the Monticello State Bank be authorized to purchase from my estate any portion of the Monticello State Bank stock which I may die seized of, the purchase price of the stock to be determined by disinterested appraisers appointed by the court. All officers wishing to purchase stock shall have equal rights.

In her 1975 will, Mrs. Carpenter eliminated the bequests to her housekeeper, who was at that time deceased, and to her husband’s brother, who also was deceased. The cash bequests to the Densmore nieces and nephews were increased, and in addition, these five persons were each bequeathed 160 shares of Monticello State Bank stock and 160 shares of MSB Corporation stock, a corporation that owned a bank in Central City, Iowa. Cash bequests to the same five charities were included in the 1975 will, and the amount of those bequests was increased.

The residuary legatees under the 1975 will were the same as those persons designated in the 1965 will. In the 1975 will, following the residuary clause, provision was made for liquidation of Mrs. Carpenter’s assets. In regard thereto, it was stated:

[499]*499It is my wish and desire and I direct that the balance of my stock in the Monti-eello State Bank and the MSB Corporation which I die seized of shall first be offered to the following: James A. Maurice, twenty percent (20%), Louis L. Morf, twenty percent (20%), other active officers of the Monticello State Bank, twenty percent (20%), and the Monticello State Bank Profit Sharing Trust, forty percent (40%). The Monticello State Bank stock be sold to the above at two-thirds (⅜) of book value as of December 31st, prior to my death. The book value to be the total of the banks Capital, Surplus, and Undivided Profits divided by the number of outstanding shares of the bank’s common stock. The MSB Corporation stock be sold to the above at my original cost per share which is $15.00 as of this date plus accrued interest at nine percent (9%) compounded annually from January 1, 1964 to the date of my death.

At this time, Mrs. Carpenter owned 1362 shares of stock in the Monticello State Bank. Eight hundred of these shares were bequeathed to the Densmores. Consequently, 562 shares were made the subject of these options.

The MSB Corporation stock was among Mrs. Carpenter’s assets at the time of her death. There is no issue in this litigation concerning that portion of the clause last quoted affecting the sale of that stock, and the district court correctly found that those options could be exercised. The shares of Monticello State Bank stock owned by Mrs. Carpenter at the time she executed the 1975 will were not in existence at the time of her death. The effect of the option as to those shares is in dispute. In addition, the demise of the Monticello State Bank as a separate entity renders it impossible to compute an option price based on two-thirds of the bank’s book value on December 31 prior to Mrs. Carpenter’s death.

This is not a true ademption ease involving bequeathed property disposed of during a testator’s lifetime. It is, rather, a ease involving an option granted by will to buy specifically described property owned by the testator at the time the will was executed. Because that property was no longer owned by the testator when she died, a question has arisen concerning whether the option legatees acquired any viable claim against the testator’s estate. Because the case was tried by equitable proceedings, our review is de novo. Iowa R.App.P. 4.

This court has previously dealt with the problem of impossibility of literal compliance with an option clause in a will because of events that occurred after execution of the will. In

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Related

Matter of Estate of Carpenter
533 N.W.2d 497 (Supreme Court of Iowa, 1995)

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Bluebook (online)
533 N.W.2d 497, 1995 Iowa Sup. LEXIS 115, Counsel Stack Legal Research, https://law.counselstack.com/opinion/beckmann-v-densmore-iowa-1995.