Stuart v. Wilmington Trust Co.

474 A.2d 121, 1984 Del. LEXIS 293
CourtSupreme Court of Delaware
DecidedMarch 2, 1984
StatusPublished
Cited by2 cases

This text of 474 A.2d 121 (Stuart v. Wilmington Trust Co.) 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
Stuart v. Wilmington Trust Co., 474 A.2d 121, 1984 Del. LEXIS 293 (Del. 1984).

Opinion

McNEILLY, Justice.

This is an appeal from the Final Order and Judgment rendered by the Chancellor in response to a Petition for Instructions filed by Wilmington Trust Company, as Trustee, and Jane S. Whitman, as one of two trust advisors of a trust established under an agreement between Elbridge A. Stuart and Wilmington Trust Company. The appellant, Dwight Lyman Stuart, is the other trust advisor and a beneficiary of the trust who has requested and consented to the invasion of principal in the amount of 4.5 million dollars for the purchase of a jet plane for his personal “benefit”. The Chancellor held that the word “benefit” as it appears in the Trust does not authorize [123]*123an invasion of principal where it does not appear that an invasion is necessary to provide properly for the support, maintenance, benefit and education of a beneficiary, and further that Dwight Lyman Stuart is disqualified as a fiduciary by virtue of his self interest from acting and voting as advisor with respect to an invasion of principal for his own benefit. We agree and affirm, although for future guidance we would modify the strict implication of the Chancellor’s ruling to the limited extent of suggesting that there may be other circumstances, not here apparent, whereby a trust advisor and beneficiary may not be disqualified by virtue of his self interest from acting and voting in his fiduciary capacity as advisor with respect to an invasion of principal for his own benefit. Since such a modification is not pertinent to this decision, we leave further discussion of that to another day involving different facts and circumstances.

I

The Trust here involved finds its roots in 1899 when Elbridge A. Stuart and Thomas Yerka founded a company known as Pacific Coast Condensed Milk. In 1901, Elbridge A. Stuart purchased Mr. Yerka’s interest in the company and changed its name to Carnation Company. Mr. Stuart later established the E.A. Stuart Company as a corporation organized for the purpose of holding some of the Stuart family’s Carnation Company stock. As of January 1, 1934 there were 16,000 shares of common stock of E.A. Stuart Company outstanding, 8,498 shares of which were owned by Elbridge A. Stuart.

On January 30, 1934 Elbridge A. Stuart created a revocable trust by agreement with Wilmington Trust Company. 8400 shares of E.A. Stuart Company were transferred to the Trust on April 16, 1934 thereby giving the Trust the controlling interest in E.A. Stuart Company, and through it, the Carnation Company.

Over the years Elbridge A. Stuart caused a number of E.A. Stuart Company shares to be transferred from the Trust to other family trusts administered by Wilmington Trust Company. By February 20, 1943, when the January 30, 1934 Trust Agreement was amended, the Trust no longer controlled a majority of E.A. Stuart Company although it was one of several trusts established by Elbridge A. Stuart and his family which together held more than three-fourths of the outstanding stock of the E.A. Stuart Company.

The Trust as supplemented by the 1942 agreement provided for the payment of all income to Elbridge A. Stuart during his lifetime. At his death, on January 14, 1944, a portion of the Trust was transferred to a family foundation and the remainder was divided into three residuary trusts, each bearing the name of one of Elbridge A. Stuart’s three grandsons. It is one of the three residuary trusts which constitutes the specific trust fund in issue here and which we will hereinafter refer to when necessary as the Dwight Lyman Stuart Trust.

During the lifetime of Elbridge A. Stuart’s son, Elbridge Hadley Stuart, the income of each of the three residuary trusts was to be accumulated and added to the Trust principal out of which a lifetime annuity of $36,000 per year was to be paid to Elbridge Hadley Stuart. Upon the death of Elbridge Hadley Stuart, which occurred September 16, 1972, the Wilmington Trust Company, as trustee of the Dwight Lyman Stuart Trust, was directed to hold the trust fund in accordance with the following terms:

“[Trustee] shall pay over the net income from each said trust fund to such grandson for whom and in whose name the trust was created, at such times and in such amounts as the Trustee and Advisers may in their uncontrolled discretion determine; provided however, that süch income so payable to any grandson of the Donor shall not exceed the sum of Three Thousand Dollars ($3,000.00) per year prior to his attaining the age of thirty-five years, and shall be applied to the [124]*124support, maintenance, benefit and education of such grandson in such manner and to such extent as the Trustee with the approval of the Advisers to the Trustee for that trust may determine and the balance of any such annual income not so applied shall be accumulated and added to the principal of each such fund.” (Paragraph FOURTH)

Dwight Lyman Stuart was over the age of thirty-five at the time of Elbridge Had-ley Stuart’s death and all the income has been paid to him from that time to date. Upon the death of Dwight Lyman Stuart, the Wilmington Trust Company, as trustee, is to pay the principal of the Dwight Lyman Stuart Trust “in equal parts, share and share alike, to the then living issue (of Dwight Lyman Stuart) per stirpes and not per capita.” (Paragraph Fourth)

Paragraph Fifth of the Trust provides in its pertinent part as follows:

“If during the continuance of any trust herein provided for the net income currently payable unto or for the benefit of any beneficiary, together with his or her income from other sources, should in the judgment of the Trustee thereof and its advisers, be insufficient to provide properly for the support, maintenance, benefit and education of such beneficiary and his or her dependants, said Trustee is authorized and empowered, with the approval of the Advisers to the Trustee, in their sole discretion, to pay over unto or for the benefit of such beneficiaries so much of the principal of any part or the whole of any trust estate to which such beneficiary may then be presumptively entitled, or from which such beneficiary may then be receiving the income, as may from time to time be required to make up such deficiency in income.”

As part of the overall trust scheme under the Trust Agreement as amended February 20, 1942 Elbridge A. Stuart established a trust advisory system. During his lifetime, Elbridge A. Stuart was the sole trust advis- or and his directions were binding upon the trustee. Upon his death, a two member board of advisors was established for each of the three residuary trusts, consisting initially of Elbridge Hadley Stuart and the grandson for which the trust was named. At least one of the two advisors must consent to any action to be taken by the Trustee under paragraph Thirteen of the amended agreement as follows:

“In the management of this trust during the lifetime of the Donor and of each separate trust created under authority of paragraph FOURTH and the transaction of any business pertaining thereto, the concurrence of the Trustee and one of the Advisers to the Trustee shall be required, and the act of any two, one of which must be the Trustee, shall be as effective for every purpose as the act of all; provided however, that no action shall be considered or completed unless notice thereof has been given to both Advisers to the Trustee and their individual opinion upon such action secured."

As to the Dwight Lyman Stuart Trust, the original advisors following the death of Elbridge A.

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Bluebook (online)
474 A.2d 121, 1984 Del. LEXIS 293, Counsel Stack Legal Research, https://law.counselstack.com/opinion/stuart-v-wilmington-trust-co-del-1984.