Stegemeier v. Magness

728 A.2d 557, 1999 Del. LEXIS 142, 1999 WL 293692
CourtSupreme Court of Delaware
DecidedApril 30, 1999
Docket143, 1998
StatusPublished
Cited by29 cases

This text of 728 A.2d 557 (Stegemeier v. Magness) is published on Counsel Stack Legal Research, covering Supreme Court of Delaware primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Stegemeier v. Magness, 728 A.2d 557, 1999 Del. LEXIS 142, 1999 WL 293692 (Del. 1999).

Opinions

HARTNETT, Justice, for the majority.

We find that the Court of Chancery erred when it found, after trial, that Anne Magness, one of the two co-administrators of the will of A. Gray Magness, and Donald Magness, the trustee of the residuary trust created by the will, did not breach their fiduciary duty when they conveyed the real estate that was to be part of the corpus of the residuary trust to a corporation owned by them. We further find that the breaches of fiduciary duty were not cured because the other co-administrator, who was disinterested in the sale, joined in the deeds. We also find that the trial court incorrectly placed the burden of persuasion on the plaintiffs to show that the sale prices of the real estate transactions were fair. Accordingly, we reverse and remand this matter to the Court of Chancery for further proceedings.

I. Facts and Procedural History

A. Gray Magness died testate on December 17, 1980. In his will he named his brother, Donald Magness, to be the trustee of two testamentary trusts established under the will. The first is a marital trust for the benefit of Anne Magness, the decedent’s widow, and the other is a residuary trust. Anne was named the income beneficiary of the residuary trust for life. Upon Anne’s death the remainder of the residuary trust is to be divided among A Gray Magness’ six daughters. Three of the beneficiaries are the daughters of Mr. Magness and Anne and each have a 255é% interest in the residuary trust. Mr. Magness’ other three daughters, from a previous marriage, are each entitled tó a 8% interest. Charles Allmond, III, Esquire 1 and Anne Magness were appointed as co-administrators c.t.a. of Mr. Magness’ will. The will made certain specific bequests and the balance of the assets was to be divided into equal portions to fund the two trusts. The martial trust is not in issue in this proceeding.

In addition to other property not at issue, Mr. Magness owned, at his death, 171 lots and approximately 74 acres of adjacent undivided land in a New Castle County real estate development known as Harmony Crest2 and 83% of the stock of Magness [560]*560Construction Company.3 Donald Magness owned the other 17% of the stock in the company. Upon the death of A. Gray Magness, title to the real estate vested in Donald Magness as the trustee of the residuary and marital trusts, subject, however, to a power of sale granted in the will to the administrators.

Because of the extremely depressed residential construction market during the early 1980s, Magness Construction Company was experiencing financial difficulties. This forced the estate to seek to liquidate some of the corporate land to raise the funds necessary to pay corporate debts. Although the lots were listed for sale with Jack Stoltz, a Wilmington real estate agent, the efforts to sell the land were unsuccessful. On behalf of the Company, Donald Magness also attempted to obtain mortgage loans from several banks to meet its financial obligations. The banks consistently refused to extend mortgage financing.

On November 4, 1982, Anne Magness and Donald Magness formed a new corporation, Magness Builders, Inc., after one of the banks, Colonial Mortgage, suggested that the possibility of financing new home construction would be increased if a new debt-free corporation was formed specifically to apply for and carry construction loans. Donald was issued 51% and Anne 49% of the corporation’s stock. Donald proposed that the estate sell the Harmony Crest property to the new corporation at the price he offered. Shortly after the formation of the new corporation, Charles Allmond, III and Anne Magness, as co-administrators of the estate, accepted the offer and contracted to sell some of the lots to Magness Builders, Inc., and over the next six years, the co-administrators sold all of the land to the company. The purchase price of each sale was secured by a purchase money mortgage to the estate. Although, Magness Builders, Inc. made payments on the principal debt, it did not make any interest payments required by the financing agreements until 1988 when it paid a lump sum.

In five separate transactions, the estate sold approximately 409 lots to Magness Builders, Inc. for approximately $2,062,500.4 Magness Builders, Inc. built homes on the lots which it had purchased from the estate and sold the homes to third-party purchasers. Neither Stegemeier or Mulrooney, two of the three residuary beneficiaries who are each entitled to an 8% interest in the residuary trust created under the will, was advised of the sales nor given the opportunity to consent to the transactions.5

In January 1993, Stegemeier and Mulroo-ney brought this action in the Court of Chancery alleging that Anne M. Magness and Charles M. Allmond, III, as eo-administra-tors of the estate, and Donald L. Magness, as testamentary trustee, breached their fiduciary duties to the beneficiaries. In September 1996, the parties filed cross-motions for summary judgment and the Court of Chancery granted the defendants’ motion for partial summary judgment in a Memorandum Opinion dated September 20, 1996.6 The court dismissed Charles M. Allmond, III from the suit because Stegemeier and Mulrooney did not seek to impose any liability against him. [561]*561The court also found that Stegemeier and Mulrooney had no standing to assert a breach of fiduciary duty claim to recover profits earned by the development and sale of the land purchased from the estate because Anne Magness was the sole income beneficiary of the trust. Relying on the income allocation rule, the trial court found that any profits derived from Magness Builders’ sale of the land in the ordinary course of business would be considered dividends and therefore solely trust income. These holdings are challenged in this appeal.

Also challenged are the Court of Chancery’s holdings after trial. The court, in its final Memorandum Opinion dated January 7, 1998,7 held that Stegemeier and Mulrooney’s request for damages or rescission was denied and found that neither Anne nor Donald had engaged in self-dealing. The Court of Chancery also held that no beneficiary could have suffered any financial loss because the real estate was sold for a fair price.

II.Claims of Appellants

Stegemeier and Mulrooney, plaintiffs below-appellants, assert error on four issues. First, they claim that the appropriate method to determine the existence of self-dealing by a trustee is whether the fiduciary had a personal interest in the transaction. They, therefore, argue that the trial court erred in finding that Donald L. Magness did not commit a breach of fiduciary duty because he was not on both sides of the transaction. Second, they argue that the trial court improperly applied the fiduciary principles of corporate law instead of the principles of trust law in finding that Anne Magness as eo-administrator did not engage in self-dealing because the co-administrator, Mr. Allmond, who joined in the deed, was disinterested in the transaction. Third, they argue that even if corporate fiduciary principles apply, the court incorrectly found that Mr. Allmond was a disinterested co-fiduciary because he represented the estate and Magness Builders, Inc. in the real estate transactions.

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Cite This Page — Counsel Stack

Bluebook (online)
728 A.2d 557, 1999 Del. LEXIS 142, 1999 WL 293692, Counsel Stack Legal Research, https://law.counselstack.com/opinion/stegemeier-v-magness-del-1999.