Pimpaktra A. Rust v. Vina Elise Rust, Chakdhari Anissa Rust, and The Bryn Mawr Trust Company of Delaware

• Court: Court of Chancery of Delaware
• Decided: March 10, 2025
• Docket: C.A. No. 2020-0762-BWD
• Status: Published

Opinion

COURT OF CHANCERY OF THE STATE OF DELAWARE BONNIE W. DAVID COURT OF CHANCERY COURTHOUSE VICE CHANCELLOR 34 THE CIRCLE GEORGETOWN, DE 19947

Date Submitted: February 20, 2025 Date Decided: March 10, 2025

Sean J. Bellew, Esquire William M. Lafferty, Esquire Bellew LLC Lauren K. Neal, Esquire 2961 Centerville Road, Suite 302 Morris, Nichols, Arsht & Tunnell LLP Wilmington, DE 19808 1201 North Market Street Wilmington, DE 19801

RE: Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD

Dear Counsel:

On April 27, 2023, Vice Chancellor Glasscock issued a memorandum opinion

finding that, following a January 2022 mediation in a related lawsuit, plaintiff

Pimpaktra Rust (“Pim”) and defendants Vina Rust (“Vina”) and Chakdhari Rust

(“Anissa”) entered into an enforceable memorandum of settlement (“MOS”)

resolving “all issues” between the parties. Later, on July 9, 2024, the Court issued

a supplemental ruling that interpreted, and addressed certain non-material terms in,

the MOS. The Court then invited the parties to identify any remaining issues in

dispute. After a February 20, 2025 hearing, two issues remain for adjudication:

(1) whether the MOS addresses ownership of real property located in North Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 2 of 14

Carolina, which the parties refer to as “Grimshawes,” and (2) whether certain items

constitute “tangible personal property” under the MOS.

I. BACKGROUND

As detailed in Vice Chancellor Glasscock’s April 27, 2023 memorandum

opinion (the “Memorandum Opinion”), Pim, Vina, and Anissa are the daughters of

the late Richard Rust (“Richard”). Rust v. Rust, 2023 WL 3120545, at *1 (Del. Ch.

Apr. 27, 2023) [hereinafter Rust I]. 1 On July 10, 1953, Richard’s brother, Philip

Rust (“Philip”), created a revokable trust under a trust agreement (as amended, the

“Trust Agreement”), 2 which he funded with real property and other valuables. Id.

at *1; Am. Compl. ¶ 45. Philip died on October 25, 2010, and the trust was divided

into shares for Philip’s three brothers, including Richard (the “Trust”). Am. Compl.

¶¶ 52, 75. The Trust Agreement provided that, unless Richard directed otherwise,

upon his death, Pim, Vina, and Anissa were to receive the Trust property in equal

shares. Rust I, at *1.

1 Interested readers should consult the Memorandum Opinion for additional background. Like the Memorandum Opinion, this letter opinion refers to the parties by their first names for clarity. No disrespect or familiarity is intended. 2 The Trust Agreement was amended by Supplemental Trust Agreements dated December 12, 1956, November 6, 1964, May 1, 1967, April 16, 1970, and July 25, 1972, and amended and restated by Supplemental Trust Agreements dated May 16, 1984 and August 17, 1994. Verified Am. and Supplemented Compl. [hereinafter Am. Compl.] ¶ 45, Dkt. 223. Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 3 of 14

On September 29, 2011, attorneys from the law firm Ivins, Phillips & Barker,

acting on behalf of Philip’s estate, formed Goodenow LLC (“Goodenow” or the

“LLC”), a Delaware limited liability company. Am. Compl. ¶ 64. Wilmington Trust

Company (“Wilmington Trust”), which served as the Trust’s trustee, transferred the

Trust’s real property to Goodenow and was designated the LLC’s sole member, with

Richard serving as Goodenow’s manager. Rust I, at *1; Am. Compl. ¶¶ 122–24.

Richard passed away on September 23, 2019. Rust I, at *1. Thereafter, a

dispute arose between Pim, Vina, and Anissa as to whether they were to receive

direct interests in the real estate held in Goodenow or membership interests in the

LLC. Id. at *2. On September 4, 2020, Pim initiated this action, seeking, among

other things, an order dissolving Goodenow and distributing the real property held

in Goodenow to Pim, Vina, and Anissa. Id.

Pim, Vina, and Anissa are or were also parties to litigation in other

jurisdictions, including North Carolina. Id. On January 4, 2022, they participated

in a mediation in connection with a North Carolina lawsuit, during which they

entered into the MOS. Id.; see also Am. Countercls. Against Pimpaktra A. Rust, Ex.

1 [hereinafter MOS], Dkt. 109.

The MOS states that “[t]he Parties agree that all issues between them are

resolved on the following terms.” MOS at 1. Among those terms, the parties agreed Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 4 of 14

that “[a]ll real property not specifically conveyed to Pim Rust in this [MOS] shall be

conveyed in equal shares to Vina Rust and Anissa Rust.” Id. ¶ 7. The parties also

agreed that that they would “cooperate in good faith towards an expeditious

resolution” of litigation in which Richard’s surviving spouse, Amy Chase, claimed

a marital trust over Grimshawes (the “Marital Trust Litigation”). Id. ¶ 12. The

parties further agreed to the “preservation of trust assets for the mutual benefit of all

the sisters and to execute such documents as are necessary to accomplish any

settlement of that litigation.” Id.

The parties also agreed that Pim would receive certain “tangible personal

property”—namely, “all of the tangible personal property and vehicles located on

[certain] New Hampshire properties . . . and three Richard Rust paintings of her

choice from the Grimshawes Property”—while Vina and Anissa would “receive all

other tangible personal property and vehicles from the Richard Rust Estate” and a

precious metals trust (the “Precious Metals Trust”). MOS ¶¶ 4–5.

After executing the MOS, the parties were unable to work out the terms of a

final settlement agreement. Rust I, at *3–4. On November 21, 2022, Vina and

Anissa moved to enforce the MOS. Id. at *4. On April 27, 2023, Vice Chancellor

Glasscock issued the Memorandum Opinion, which concluded that, “[b]ased on the

plain language of the MOS, it is enforceable. The parties explicitly agreed that they Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 5 of 14

had settled all issues.” Id. at *9. The Court instructed that “[t]he non-material issues

remaining are best addressed by the parties by negotiation or mediation[,]” but “[i]f

that is unavailing, non-material terms may be supplied by this Court.” Id.

On October 13, 2023, Vina and Anissa filed a second motion to enforce the

MOS, requesting that the Court interpret, and supply certain non-material terms to

effectuate, the MOS. See The Rust Defs.’ Updated Further Mot. to Enforce the

Settlement, Dkt. 179. On July 9, 2024, Vice Chancellor Glasscock issued an oral

ruling (the “Bench Ruling”), interpreting and supplying certain non-material terms

to the MOS, “generally grant[ing] [D]efendants’ motion to further enforce the

settlement, together with the terms [] supplied [in the Bench Ruling].” Tr. of 7-9-

2024 Tel. Rulings of the Ct. on Defs.’ Mot. to Enforce the Settlement Agreement

[hereinafter Rust II] at 19:19–22, Dkt. 217.

Among other issues, the Bench Ruling determined that the MOS resolves

ownership of real property in Hartwell, Georgia—which the parties refer to as the

“Hartwell House”—along with its contents. Id. at 17:14–18:9. In so finding, the

Court explained that ownership of the Hartwell House “w[as] at issue prior to the

settlement,” and “[t]he [MOS] provides that all property not specifically conveyed Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 6 of 14

to [Pim] would be conveyed in equal shares to [Vina and Anissa].”3 Id. at 17:17–

21. “Since the Hartwell House was not specifically conveyed to [Pim] pursuant to

the [MOS], it follows that the Rust defendants received ownership of the Hartwell

House.” Id. at 17:22–18:1.

The Bench Ruling also found that “tangible property contained in each real

estate property should be allocated according to which party receives the real estate

property unless, with respect to such property, the [MOS] provides otherwise.” Id.

at 18:2–6.

The Bench Ruling invited the parties to identify any remaining issues. Id. at

19:13–18. The parties filed letters purporting to identify outstanding issues on

September 5 and 6, 2024. Dkts. 229–30. This action was reassigned to me on

January 8, 2025, and the Court held a hearing on the purported outstanding issues

on February 20. Dkts. 238, 246.

3 On September 11, 2020, Pim notified Vina and Anissa that she intended to seek partition of the Hartwell House and another property. See Aff. of Vina Elise Rust in Supp. of the Rust Defs.’ Further Mot. to Enforce the Settlement [hereinafter Vina Aff.] ¶ 3, Dkt. 201; Vina Aff., Ex. 1. Thereafter, Pim made several settlement proposals under which Vina and Anissa would receive all interests in those properties. Vina Aff. ¶ 4; Vina Aff., Exs. 2–3, 5. The Bench Ruling concluded that the Hartwell House “w[as] at issue prior to the settlement” and the MOS resolved such issues. Rust II, at 17:17–21. Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 7 of 14

II. ANALYSIS

The February 20 hearing narrowed the issues for resolution to two:

(1) whether the MOS addresses ownership of Grimshawes, and (2) whether certain

items constitute “tangible personal property” under the MOS.

Both open issues require the Court to interpret the MOS.4 Under Delaware

law, “[c]ontract terms themselves will be controlling when they establish the parties’

common meaning so that a reasonable person in the position of either party would

have no expectations inconsistent with the contract language.” Eagle Indus., Inc. v.

DeVilbiss Health Care, Inc., 702 A.2d 1228, 1232 (Del. 1997). Only “when there is

uncertainty in the meaning and application of contract language, the reviewing court

must consider the evidence offered in order to arrive at a proper interpretation of

contractual terms.” Id.

A. Grimshawes Prior to Philip’s death, Philip and Richard owned the property known as

“Grimshawes” as tenants in common, each with a 50% undivided interest. Answer

to Verified Am. and Supplemented Compl. ¶ 56, Dkt. 51. Upon Philip’s death, his

interest in Grimshawes was contributed to Goodenow, such that Richard and

4 The remaining issues do not require the Court to supplement the MOS with non-material terms, but to interpret the plain language of the MOS. Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 8 of 14

Goodenow became tenants in common, each with a 50% undivided interest. Id. The

parties agree on this much. But they disagree on whether the interest in Grimshawes

now owned by Richard’s estate is subject to the MOS. 5

Pim argues that Richard’s estate’s interest in Grimshawes was not at “issue”

prior to the MOS because it was not the subject of litigation between Pim, Vina, and

Anissa. See Dkt. 190 at 52 (arguing that “Grimshawes was NEVER part of the

partition litigation in North Carolina, and therefore not part of any litigation being

settled”).

Vina and Anissa argue that Richard’s estate’s interest in Grimshawes, like the

Hartwell House, was an “issue” among the parties that was resolved through the

MOS. Although Grimshawes was not the subject of litigation between the sisters,

Plaintiffs point to a November 2020 email in which Pim’s lawyer proposed a split

of estate assets where Pim would “walk[] away” from both the Hartwell House and

Grimshawes. Dkt. 201, Ex. 2. And in a December 2021 email, Pim’s lawyer told

the mediator that Grimshawes “should be discussed along with the other NC

properties” because, although “[t]he Grimshawes property [wa]s not . . . part of the

5 The parties do not seriously dispute that Goodenow’s interest in Grimshawes is subject to the MOS. All real property held by Goodenow, including the 50% interest in Grimshawes, was at issue in this litigation when the MOS was signed. Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 9 of 14

partition proceeding, . . . each of the sisters own[ed] a fractional interest, along with

Goodenow.” Vina Aff., Ex. 4 at 3.

Vina and Anissa have the better argument. The parties could have limited the

MOS to resolving claims asserted in litigation. But they did not. Instead, the

unambiguous language of the MOS resolves “all issues” between the parties. How

to move forward with a property jointly owned by sisters who could not get along

presented an “issue” that the parties agreed to mediate along with claims pending in

litigation. The plain terms of the MOS resolve ownership of Grimshawes. 6

6 Pim notes that the MOS requires the parties to cooperate towards resolution of the Marital Trust Litigation, and provides for “preservation of trust assets for the mutual benefit of all the sisters.” She interprets the parties’ agreement to preserve assets for the “mutual benefit” of the sisters to exclude Grimshawes from the MOS. Dkt. 207, Attach. to Ltr. at 3–4; see also Ltr. dated Sept. 5, 2024 to the Hon. Sam Glasscock at 6–7, Dkt. 229 (“Pim seeks clarification that the Court’s ruling regarding ‘all real property not specifically conveyed to Pim Rust’ does not refer to . . . Trust property preserved for ‘the mutual benefit of each sister’ under the MOS (¶12), including real property acquired by the Marital Trust as determined by the North Carolina Court on 12/1/2023.”). That is not a reasonable interpretation of the plain language of the MOS. “Mutual benefit” implies that each party to the bargain benefits, but it does not follow that all parties benefit equally or in the same manner. Preserving the assets in the marital trust benefits Vina and Anissa because the interests in Grimshawes are allocated to them, but Pim also benefits because she is to receive three paintings of her choosing located at Grimshawes. Pim also argues that, because Grimshawes is subject to a marital trust, the parties could not have agreed to the transfer of that property in the MOS. That argument fails because Pim offers no explanation for why she could not renounce her remainder interest in the property. Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 10 of 14

B. Tangible Personal Property

The MOS states that Pim will receive “all of the tangible personal property

and vehicles located on [certain] New Hampshire properties . . . and three Richard

Rust paintings of her choice from the Grimshawes Property[,]” while Vina and

Anissa will “receive all other tangible personal property and vehicles from the

Richard Rust Estate and the Precious Metals Trust.” MOS ¶¶ 4–5. The parties

dispute whether certain items—tractors and maintenance equipment, harvested

timber and lumber, and autographs, firearms, and artwork—constitute “tangible

personal property” under the MOS.

The MOS does not define “tangible personal property.” But “[a] term is not

ambiguous simply because it is not defined.” Sassano v. CIBC World Mkts. Corp.,

948 A.2d 453, 468 n.86 (Del. Ch. 2008). Rather, “[u]nder well-settled case law,

Delaware courts look to dictionaries for assistance in determining the plain meaning

of terms which are not defined in a contract.” Thermo Fisher Scientific PSG Corp.

v. Arranta Bio MA, LLC, 2023 WL 2771509, at *17 (Del. Ch. Apr. 4, 2023) (quoting

Lorillard Tobacco Co. v. Am. Legacy Found., 903 A.2d 728, 738 (Del. 2006)).

Black’s Law Dictionary defines “personal property” as “[a]ny movable or intangible

thing that is subject to ownership and not classified as real property.” Personal

Property, Black’s Law Dictionary (12th ed. 2024). “Tangible personal property” is Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 11 of 14

“[c]orporeal personal property of any kind; personal property that can be seen,

weighed, measured, felt, touched, or in any other way perceived by the senses,

examples being furniture, cooking utensils, and books.” Tangible Personal

Property, Black’s Law Dictionary (12th ed. 2024). Under the ordinary meaning of

the phrase, each of the items in dispute would constitute “tangible personal

property.”

Although the MOS appears unambiguous, the parties have stipulated that the

definition of “tangible personal property” in Richard’s will and the Precious Metals

Trust should inform the Court’s interpretation of the MOS. Those documents state:

The term “tangible personal property” means personal property such as furniture, furnishings, clothing, jewelry, household items, and the like, but does not include property primarily held for investment purposes, nor does it include any property held for use in a trade or business, ordinary currency, and cash or bullion.

Am. Compl., Ex. E at Article X(D) (emphasis added). See Dkt. 190 at 45–46 (Pim

arguing that “[t]his definition applies to the MOS’s use of the term ‘tangible personal

property’ as that would be the reasonable expectation of the parties in entering the

MOS”); Dkt. 208, Ex. B at 103 (Vina and Anissa generally agreeing “that ‘property

held primarily for investment purposes, [or] property held for use in trade or

business, [or] bullion’ falls outside the definition of TPP, and thus is not covered by

the MOS”). Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 12 of 14

Pim argues that tractors and maintenance equipment are not “tangible

personal property” because they are “held for use in trade or business,” and that

timber and lumber, autographs, flutes, antique firearms, and original artwork in the

Hartwell House and “marital residence” are not “tangible personal property” because

they are “held for investment purposes.”7 Tr. of 2-20-2025 Oral Args. On Defs.’

Mot. to Dismiss at 115:9–118:9, Dkt. 246.

Vina and Anissa respond that a July 15, 2020 “Agreement by Trustees of

Revocable Trust Agreement of January 5, 2009 of Richard C. Rust” (the “2020

Trustee Agreement”) makes clear that certain of those items are tangible personal

property by listing them as such. Namely, the 2020 Trustee Agreement lists the

following items as tangible personal property:

1. The coin collection Richard C. Rust inherited, located in Thomasville, Georgia at the time of his death.

7 Pim’s argument here is difficult to track. She originally argued in a January 10, 2024 letter that a “Musical Instruments Collection” and “200 + firearm Collection” were “held as investment” and an “Art collection & Originals” were “use[d] for trade of [sic] biz.” Dkt. 207, Ex. C. These items seem to correspond to the disputed items identified in Pim’s September 5, 2025 letter, under the category “Stamps and Covers.” Dkt. 229, Ex. B at 2. But in her September 5 letter, Pim argues that these items were not re-assigned under the MOS because such items are governed by the provision in the MOS requiring preservation of marital trust assets for the “mutual benefit” of each sister. Id. Yet at the February 20, 2025 oral argument, Pim reverted to her initial argument that these items are not tangible personal property because they were held for investment purposes. Tr. of 2-20-2025 Oral Arg. on Defs.’ Mot. to Dismiss at 115:9–118:9, Dkt. 246; but see id. at 97:15–98:7 (arguing that the preservation of property required by paragraph 12 of the MOS means such property is “not within the transfer of gives and gets of the real estate or the TPP”). Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 13 of 14

2. Richard C. Rust’s personal and inherited collections of stamps, autographs and letters.

3. All Richard C Rust’s personal and inherited furnishings, books, artwork and other tangible personal property located at Winnstead in Thomasville, Georgia.

4. All the maintenance equipment located in New Hampshire, North Carolina and Georgia.

5. Richard C. Rust’s personal and inherited flute collection.

6. Richard C. Rust’s inherited firearms collection.

7. Richard C. Rust’s timber grown, harvested, processed and stored in Winnstead at time of death.

8. All Richard C. Rust’s inherited furnishings and other tangible personal property located in New Hampshire.

9. Coins located in North Carolina at the time of Richard C. Rust’s death.

Dkt. 230, Ex. C.

Pim offers no principled reason for why the Court should consider Richard’s

will and the Precious Metals Trust to determine which items constitute tangible

personal property, but must disregard the 2020 Trustee Agreement. If the Court

looks only to the unambiguous terms of the MOS, the disputed items are all tangible Pimpaktra Rust v. Vina Elise Rust, et al., C.A. No. 2020-0762-BWD March 10, 2025 Page 14 of 14

personal property. If the Court looks to past agreements, the specific language in

the 2020 Trustee Agreement trumps the more general definition in Richard’s will

and the Precious Metals Trust. Either way, the result is the same—the disputed items

are tangible personal property under the MOS.

III. CONCLUSION

The MOS resolves ownership of Grimshawes, and the disputed items are

tangible personal property. In light of this guidance, the parties should meet and

confer on a proposed form of order to bring this action to a close.

Sincerely,

/s/ Bonnie W. David

Bonnie W. David Vice Chancellor

cc: All counsel of record (by File & ServeXpress)