Pritchard v. Carpenter

3 N.W.2d 226, 212 Minn. 233, 1942 Minn. LEXIS 600
CourtSupreme Court of Minnesota
DecidedApril 2, 1942
DocketNos. 33,050, 33,051
StatusPublished
Cited by1 cases

This text of 3 N.W.2d 226 (Pritchard v. Carpenter) 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
Pritchard v. Carpenter, 3 N.W.2d 226, 212 Minn. 233, 1942 Minn. LEXIS 600 (Mich. 1942).

Opinion

Julius J. Olson, Justice.

For review is an order denying appellants’ alternative motion for amended findings or a new trial. They are the children and grandchildren of Thomas A. McCann, deceased, and “the vested and contingent beneficiaries of the trust” created by his will dated February 24, 1922. Testator died October 20, 1925. Respondents [235]*235are the surviving trustees, who with one Moore were named executors of the will and trustees thereunder. All of them qualified as executors and so functioned until the probate proceedings were completed December 1, 1926. They were duly discharged as executors on February 9, 1927. While these proceedings were pending, and pursuant to authority granted by the will, they formed a Minnesota corporation, The McCann Company, to take over the estate property when the probate proceedings were closed. On December 1, 1926, having qualified as trustees, the final decree was issued assigning to them as trustees all of decedent’s residual estate (with minor exceptions not now material). All of the residual estate had been turned over to the newly created corporation, and in its decree the probate court assigned all the common corporate shares (900) in that company to the trustees “upon the trusts and to and for the uses and purposes in said will set forth.” In conformity with the decree, respondents, as executors, turned over to themselves as trustees all the shares of that company. That stock is still owned and held by them as surviving trustees. All three trustees continued so to act until October 25, 1939, when Mr. Moore died. Since then respondents have continued in the discharge of their official duties.

Decedent died a young man, only 39 years of age, and was survived by his widow, then 40 years of age, and four minor children ranging in age from one to 13 years. Mrs. McCann died testate October 15, 1940. Her sons Thomas A. and John M. McCann and her son-in-law, Manion J. Pritchard, were appointed administrators c. t. a. of her estate. Since her death occurred after these proceedings were commenced but before trial, these men were substituted in her place. No appeal has been taken by them as representatives of her estate.

To obtain an adequate picture of the issues presented, some additional facts should be stated:

Testator’s business activities vividly portray him as an active,energetic, and thoroughly capable man. In the brief period of 18 years, he had advanced from the position of office boy in one of [236]*236the “Shevlin” corporate enterprises to that of vice-president and general manager of Shevlin, Carpenter & Clarke Company, and to that of vice-president of Shevlin-Hixon Company and McCloud Fiver Lumber Company. He was also a member of the board of directors of each company. Substantially all of his estate consisted of corporate stocks in these corporations. He was also an officer and director of other affiliated companies, his salary for some years previous to his death being $35,000 a year. In his chosen field he had become a man of national reputation, being “vice-president of the National Lumber Manufacturers Association,” and of which he “was expected soon to assume the presidency.”

The executors and trustees had been and were his personal friends and business associates over a period of years. Mr. Moore was his wife’s brother. All of them worked together in complete harmony, and each had for the other the highest respect and confidence as to business capacity as well as integrity. No one’s integrity is questioned here, nor is honesty of purpose challenged. The sole basis for the present controversy is that as trustees they should have sold certain stocks to obtain funds to redeem the preferred stock issued by The McCann Company and acquired by the widow. Failure “to cause such action to be taken” is what is now said to “constitute a breach of trust.” While “several findings and conclusions have been assigned as error,” they “all relate to the question stated.”

Testator’s estate was inventoried and appraised in the probate court, in round numbers, at $750,000. Substantially all of it consisted of stock in Shevlin corporations. Amongst these were 1,000 shares of McCloud stock appraised at $200 per share, or $200,000. These shares were encumbered to the extent of $170,000, that being the unpaid balance of the original purchase price of $200,000. These shares were sold by the executors at $225 per share, the money being used in payment of the secured debt and the balance applied in payment or reduction of other estate obligations. Testator owned 193 shares, unencumbered, and of the same appraised [237]*237value. He also owned 3,875 shares of Shevlin-Hixon stock, 2,250 shares of which were encumbered by “stock carrying contracts” aggregating, with interest, $234,000. This stock was appraised at $125 per share, or $484,375. The 2,250 encumbered shares at that appraisal left a net estate equity of about $47,000. This left 1,625 shares therein unencumbered. And, as we have seen, failure to sell enough of this encumbered stock to liquidate the debt against it is the basis for the present litigation.

That the executors and testator’s widow were concerned about these obligations and how to get rid of them is apparent from the record. She was much opposed to the sale of any of these stocks, since she considered them good and safe investments. And no one familiar with the facts doubted that they were good, safe, and income-producing investments. Retention of these stocks, she insisted, would but accord with her own judgment and would also conform with what her husband had always desired and advised. Having received $160,000 from insurance policies and other sources from her husband’s estate, she deemed it desirable and prudent to invest her money in such fashion as would help take care of the stock-carrying contracts and also afford her a safe investment with adequate income. To make this possible, The McCann Company was organized, and the entire issue of preferred stock was awarded to her in that amount, which was in turn applied by The McCann Company upon its indebtedness under the stock-carrying contracts, leaving a balance of $70,000, for which a note was given by it and later paid. In the meantime, the holders of these claims had presented them for allowance in the probate court. They were there allowed and later fully discharged. The court was fully informed of all the facts. The executors’ final account was duly settled and allowed. There has been no appeal from that order or from the final decree.

Testator’s will granted to his executors and trustees very broad powers. They were given the widest scope as to the exercise of their judgment. In language free from doubt they were directed to retain the assets found in the estate “so long as they '* * * [238]

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Related

In Re Trusts Under Will of McCann
3 N.W.2d 226 (Supreme Court of Minnesota, 1942)

Cite This Page — Counsel Stack

Bluebook (online)
3 N.W.2d 226, 212 Minn. 233, 1942 Minn. LEXIS 600, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pritchard-v-carpenter-minn-1942.