In Re Trust of Hirt

832 A.2d 438, 2003 Pa. Super. 287, 2003 Pa. Super. LEXIS 2334
CourtSuperior Court of Pennsylvania
DecidedAugust 7, 2003
StatusPublished
Cited by22 cases

This text of 832 A.2d 438 (In Re Trust of Hirt) is published on Counsel Stack Legal Research, covering Superior Court of Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In Re Trust of Hirt, 832 A.2d 438, 2003 Pa. Super. 287, 2003 Pa. Super. LEXIS 2334 (Pa. Ct. App. 2003).

Opinions

OPINION BY KELLY, J.:

¶ 1 Appellant, Laurel Ann Hirt, asks us to review the order entered in the Erie County Court of Common Pleas, which construed the Trust Agreement of Henry Orth Hirt (“Trust”) so that Appellees, the trustees of the Trust (“Trustees”), could implement a funding proposal and voting trust agreement in order to provide a mechanism for payment of expenses generated by the Trust.1 Appellant avers that [440]*440the trial court acted beyond the scope of permissible trust construction when it adopted the Trustees’ funding proposal. Appellant further asserts that the funding proposal adopted by the court directly violates the Trust’s primary purpose of maintaining unified family control of the Erie Indemnity Company (“Company”). We hold that the trial court’s construction of the Trust is a sound reflection of the Set-tlor’s intent under the circumstances of this case. The Trust can be read to allow the adoption of the funding proposal, which solves the problem of the Trust’s excess expenses while advancing the Trust’s primary purpose of preserving within the Hirt family the unified and centralized control of the Erie Indemnity Company. Accordingly, we affirm the order of the trial court that construed the Hirt Trust to allow implementation of the Trustees’ funding proposal and voting trust agreement.

¶ 2 The relevant facts and procedural history of this appeal are accurately set forth in numbered paragraphs in the trial court opinion, as follows:

Creation of H.O. Hirt Trusts
1. Henry Orth Hirt (“Settlor”) created a revocable inter vivos trust by agreement dated April 7,1967, which, as finally amended and restated on December 22, 1980 (the “Hirt Trust Agreement”), became irrevocable when Settlor died on June 19,1982.
2. The Settlor co-founded the Erie Indemnity Company, a Pennsylvania corporation (the “Company”) in 1925 to serve as the attorney-in-fact for the Erie Insurance Exchange, an unincorporated Pennsylvania reciprocal insurance exchange that the Settlor also co-founded in 1925.
3. At the death of H.O. Hirt in 1982, he owned a controlling interest in the Company, which today consists of 2,340 shares (76.22%) of the Company’s Class B voting common stock.
4. The common stock of the Company is divided into two classes, Class B voting common shares (“Class B Shares”) and Class A non-voting common stock (“Class A Shares”). Each Class B share is convertible by its owner into shares of Class A stock at a ratio determined from time to time by the Company (currently 2,400 Class A Shares for each Class B Share).
5. During his lifetime, the Settlor transferred assets to the trust governed by the Hirt Trust Agreement, including approximately 50% of the Company’s Class A Shares and the controlling interest in the Company’s Class B Shares, currently 76.22%.

(Trial Court Opinion, dated May 17, 2002, at 1-2). In pertinent part, the terms of the Trust provide:

Trust Terms
6. Article III of the Hirt Trust Agreement governs the administration of the H.O. Hirt Trusts after Settlor’s death. Subparagraph 3.01(A) of the Hirt Trust Agreement provides for the creation of two trusts as of Settlor’s death, one for each of his children, Susan Hirt Hagen [ (“S.H.Hagen”) ] and F. William Hirt (“F.W.Hirt”).2 These two trusts currently are the only trusts administered pursuant to the Hirt Trust Agreement. [Appellees] Mrs. Hagen, [441]*441F.W. Hirt and Bankers Trust Company of New York (“Bankers Trust Company”) now are acting as Trustees of each such trust (together with their successors, the “Trustees”).
7. Pursuant to subparagraph 3.01(A)(1) of the Hirt Trust Agreement, the Trustees are required to distribute all of the income of a Hirt Trust to the child of H.O. Hirt for whom the trust was created and, in addition, the corporate trustee has the discretion to distribute trust principal, other than the Class B Shares, to such child and his or her family for their welfare and comfortable support. The child of H.O. Hirt also has a lifetime right to withdraw any or all of the principal of his or her Hirt Trust, exclusive of the Class B Shares.
8. Upon the death of the child of H.O. Hirt for whom the trust was created, the then remaining trust property, exclusive of the Class B Shares, will be distributed to such persons or entities as such child appoints in his or her will. Subparagraph 3.01(A)(2) of the Hirt Trust Agreement provides that the Class B Shares, together with any trust property not so appointed by the child, will be held in trust for the benefit of the child’s spouse unless the child directs otherwise, and upon such spouse’s death, or earlier if so directed by the child, will be divided into separate trusts for the benefit of the child’s living children and living descendants of any deceased child.

(Trial Court Opinion at 2). The Trust instructs the corporate trustee to perform the following duties:

As among the Trustees, the corporate Trustee shall perform all ministerial and administrative duties, including the keeping of books and records, acting as custodian of the trust property and preparing all necessary tax returns.

(H.O. Hirt Trust, dated December 22, 1980, at 9). The trial court continues to explain the terms of the Trust as follows:

11. Subparagraph 4.03(B) of the Hirt Trust Agreement states that:
The Settlor hereby declares that the purpose of this Trust is to create and preserve unified ownership and control of ERIE INDEMNITY COMPANY as a means of preserving the existence of ERIE INSURANCE EXCHANGE and ERIE INDEMNITY COMPANY as viable entities capable of furnishing insurance to subscribers at the Exchange and employment to loyal employees of the Exchange and the Company. The Settlor further declares that in his experience in the insurance business over half a century, including the Great Depression of the 1930’s, World War II, the Korean and Vietnam wars and several recessions, he has never lost sight of the fact that ERIE INSURANCE EXCHANGE, as a reciprocal insurer, was organized and exists primarily for the benefit of its subscribers or policyholders and that therefore the interests of the people who put their trust in the Exchange for the protection of their personal business affairs must come first. However, when the Exchange is healthy, its managing attorney-in-fact, ERIE INDEMNITY COMPANY, will necessarily be prosperous and healthy, to the benefit of the stockholders of the latter. The Settlor therefore urges that the Trustees familiarize themselves with the nature of reciprocal insurers in general and the ERIE INSURANCE EXCHANGE in particular; that in the discharge of their trust duties they concentrate, in cooperation with the Board of Directors of [442]*442ERIE INDEMNITY COMPANY and the individual whom the Board designates from time to time as “Manager” of the Exchange and Company, to keep ERIE INSURANCE EXCHANGE in the best of health; and that only when the task proves impossible shall they consider what then appears to them to be a logical change to prevent deterioration and possible disaster to the interests of all concerned.
12. Subparagraph 4.03(C) of the Hirt Trust Agreement states, in part, that:

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In Re Trust of Hirt
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Bluebook (online)
832 A.2d 438, 2003 Pa. Super. 287, 2003 Pa. Super. LEXIS 2334, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-trust-of-hirt-pasuperct-2003.