IMO the JCM 2001 Trust for Grandchildren FBO Robert C. Beyer

• Court: Court of Chancery of Delaware
• Decided: March 7, 2025
• Docket: C.A. No. 2023-1097-SEM
• Status: Published

Opinion

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN THE MATTER OF: ) THE JCM 2001 TRUST FOR ) GRANDCHILDREN FBO ROBERT C. ) BEYER, LAUREL COURT TRUST FBO ) C.A. No. 2023-1097-SEM ROBERT C. BEYER, and ROBERT C. ) BEYER LIVING TRUST, ) ) ) ) ROBERT C. BEYER, ) ) Counterclaimant and Third- ) Party Plaintiff, ) ) v. ) ) PARKWOOD TRUST COMPANY, ) ) Defendant by Counterclaim, ) ) -and- ) ) PARKWOOD LLC, ) ) Third Party Defendant. )

ORDER DENYING MOTION FOR JUDGMENT ON THE PLEADINGS

WHEREAS, Parkwood Trust Company (“Parkwood”), in its capacity as

trustee of: (1) the JCM 2001 Trust for Grandchildren f/b/o Robert C. Beyer under an

agreement dated June 7, 2001, (2) the Laurel Court Trust f/b/o Robert C. Beyer under

the same agreement, and (3) the Robert C. Beyer Living Trust under an agreement

dated December 14, 1987 and restated July 12, 2004 (collectively the “Trusts”),

initiated this action on October 30, 2023 by filing a petition seeking instructions regarding the appointment of a successor trustee for the Trusts (the “Initial

Petition”); 1

WHEREAS, Robert C. Beyer (the “Counterclaimant”), as beneficiary of the

Trusts, answered the Initial Petition and asserted a counterclaim and third-party

complaint on January 5, 2024; 2 in doing so, the Counterclaimant brought Parkwood

LLC into this action, and sought an order declaring that the Counterclaimant’s

proposed claims against both of the Parkwood entities would not trigger the Trusts’

no-contest agreements; the Counterclaimant also alleged breaches of fiduciary duty,

breaches of contract of trust, and breaches of the implied covenant of good faith and

fair dealing; the Counterclaimant filed a motion for partial summary judgment on

March 5, 2024,3 which I later granted in large part;4 on February 24, 2025, I granted

the parties’ proposed implementing order, and the proposed counterclaims and third-

party complaint were docketed nunc pro tunc to January 5, 2024; 5

WHEREAS, on April 15, 2024, I granted Parkwood’s unopposed motion for

leave to file an amended petition,6 and that petition (the “Amended Petition”) was

1 Docket Item (“D.I.”) 1. 2 D.I. 2. 3 D.I. 5–6. 4 D.I. 42–43. 5 See D.I. 45–46. 6 D.I. 10.

2 filed on April 22, 2024; 7 through the Amended Petition, Parkwood seeks an order

instructing the Counterclaimant to appoint a qualified institution, as defined in the

Trusts’ agreements, as successor trustee, or alternatively, instructing Parkwood of

its power and authority to resign as trustee, and designate a successor thereto; 8

WHEREAS, as alleged in the Amended Petition, Parkwood is the trustee of

all three Trusts, each of which primarily benefit the Counterclaimant; 9 the Trusts’

governing documents permit Parkwood to disengage as trustee, and provide that

once Parkwood has done so, it has no authority or obligations pertaining to the

Trusts, other than those related to disengagement or restatement; 10 the Amended

Petition also alleges that the Counterclaimant has the authority to appoint a trustee,

but has not done so, despite Parkwood’s disengagement; 11 instead, the

Counterclaimant informed Parkwood of his intent to form a private family trust

company to serve as successor; 12 per Parkwood, this purported selection is

unacceptable because it is not a “qualified institution” and thus cannot serve as

trustee without Parkwood’s consent; 13

7 D.I. 12. 8 Id. 9 Id. 10 Id. 11 Id. 12 Id. 13 Id.

3 WHEREAS, on May 17, 2024, the Counterclaimant filed an amended answer

to the Amended Petition (the “Amended Answer”); 14 the Amended Answer reflects

that Parkwood purported to disengage its services as trustee, but the Counterclaimant

denies any fault for the lull in current governance; 15 in fact, the Counterclaimant

avers that Parkwood is interfering with his ability to appoint a successor trustee; 16

WHEREAS, on June 17, 2024, Parkwood moved for judgment on the

pleadings (the “Motion”);17 in support of the Motion, Parkwood asserts that it is

entitled to judgment on the pleadings because there is no material dispute of fact

concerning the power to appoint a successor trustee, which is an issue the Court can

decide as a matter of law; 18 Parkwood further contends that it is undisputed that: the

Counterclaimant has a duty to appoint a successor trustee, Parkwood has disengaged,

and Parkwood has waived any consent requirement; 19 it likens the

Counterclaimant’s duty to appoint a successor as a statutory fiduciary one;20

additionally, Parkwood avers that the Counterclaimant’s counterclaims have no

14 D.I. 22. 15 Id. 16 Id. 17 D.I. 30–31. 18 Id. 19 Id. 20 Id.

4 bearing on the Motion, given that they are entirely separate and distinct from the

discrete issue raised in the Amended Petition; 21

WHEREAS, on July 19, 2024, the Counterclaimant filed an opposition to the

Motion (the “Opposition”); 22 through the Opposition, the Counterclaimant argues

that the counterclaims call into question the propriety of Parkwood’s actions in

connection with its consent to the Counterclaimant’s proposed successor, an issue

lying at the heart of this case;23 the Counterclaimant further argues that the statute

cited by Parkwood is inapposite, and the parties continue to dispute the

Counterclaimant’s apparent attempt to appoint a successor;24 additionally, the

Counterclaimant argues there is nothing in the pleadings to establish that Parkwood

should alternatively be given the power to appoint a successor trustee, and the

Counterclaimant generally needs more information about his trust assets; 25

WHEREAS, Parkwood filed a reply in further support of the Motion on

August 9, 2024, averring that the Trusts’ agreements provide a clear path to appoint

21 Id. At the time the Motion briefing was submitted, I had not yet issued my decision on the motion for partial summary judgment. 22 D.I. 37. 23 Id. 24 Id. 25 Id.

5 a successor trustee, and that the Counterclaimant’s Opposition arguments are

unavailing;26

WHEREAS, this Court will grant a motion for judgment on the pleadings

under Court of Chancery Rule 12(c) “only when no material issues of fact exist[]

and the movant is entitled to judgment as a matter of law[;]” 27 in making this

assessment, the Court “is required to view the facts pleaded and the inferences to be

drawn from such facts in [the] light most favorable to the non-moving party[;]” 28 the

Court must consider “not only the complaint or counterclaims, but also the answer,

affirmative defenses, and any documents integral thereto[;]”29

WHEREAS, the Motion was heard on November 12, 2024, at which point I

took this matter under advisement;30

IT IS HEREBY ORDERED, this 7th day of March 2025, as follows:

1. The Motion is DENIED.

2. The Counterclaimant has identified material issues of fact, which

preclude entry of judgment on the pleadings. Viewing the facts and drawing all

26 D.I. 39. 27 Desert Equities, Inc. v. Morgan Stanley Leveraged Equity Fund, II, L.P., 624 A.2d 1199, 1205 (Del. 1993). 28 Xu Hong Bin v. Heckmann Corp., 2009 WL 3440004, at *13 (Del. Ch. Oct. 26, 2009) (first brackets in original). 29 Brex Inc. v. Su, 2024 WL 2956861, at *1 (Del. Ch. June 12, 2024). 30 D.I. 42–43.

6 inferences in the light most favorable to the Counterclaimant, the disputes regarding

whether Parkwood engaged in trust mismanagement, and whether Parkwood acted

in bad faith in declining to consent to the Counterclaimant’s proposed successor

trustee, are material to the requests in the Amended Petition (that the

Counterclaimant be directed to appoint a qualified institution, as defined in the

Trusts’ agreements, as successor trustee, or alternatively, that the Court instruct

Parkwood of its power and authority to resign as trustee, and designate a successor

thereto).

3. This is a Magistrate’s Report under Court of Chancery Rule 144, and

exceptions are stayed until a ruling on the merits.

IT IS SO ORDERED.

/s/ Selena E. Molina Senior Magistrate Selena E. Molina