In re Wilson

680 S.W.3d 220

IN RE ESTATE OF Richadean Greer WILSON

Court of Appeals of Tennessee, Western Section, AT JACKSON.

October 19, 2022 Session

FILED February 10, 2023

Application for Permission to Appeal Denied June 7, 2023

Appeal from the Probate Court for Shelby County, No. PR-5920-1, Kathleen N. Gomes, Judge

Ralph T. Gibson, J. O’Neal Perryman, and Alexandria R. Holloway, Memphis, Tennessee, for the appellants, Ronnie Wayne Carraway and Mary Dell Robertson.

Lindsay A. Jones, Austin T. Rainey, and Christopher L. Patterson, Memphis, Tennessee, for the appellee, Cumberland Trust and Investment Company.

Oliver Cobb, III, Memphis, Tennessee, pro se.

Frank L. Watson, III, William F. Burns, and William E. Routt, III, Memphis, Tennessee, for the appellee, Johnny Alton Greer, Jr.

OPINION

Carma Dennis McGee, J., delivered the opinion of the court, in which Arnold B. Goldin and Kenny W. Armstrong, JJ., joined.

This appeal involves a dispute over a testamentary trust, which was established by the will of the decedent’s husband. Upon her husband’s death, the decedent became a life income beneficiary of the trust. Upon the decedent’s death, the corporate trustee distributed the remaining corpus in equal shares to the remainder beneficiaries, which were two nieces of the decedent’s husband and a nephew of the decedent. The plaintiffs in this case—a niece and the surviving spouse of the other niece—filed a complaint to set aside the probate of the decedent’s will and for an accounting of distribution of trust assets. They alleged that the decedent’s will should be declared null and void for various reasons. They also alleged that the testamentary trust was improperly invaded by the decedent’s nephew. However, the plaintiffs later sought to voluntarily dismiss their complaint insofar as it pertained to setting aside the probate of the decedent’s will, which the probate court granted. They then amended their complaint and no longer contested the will. Instead, they alleged, among other things, that the corporate trustee failed to prevent the improper invasion of the testamentary trust, thereby breaching its fiduciary duties. The corporate trustee filed a motion to dismiss for failure to state a claim upon which relief can be granted pursuant to Tennessee Rule of Civil Procedure 12.02(6). Ultimately, the probate court granted the motion finding that the plaintiffs lacked standing to bring their claims against the corporate trustee of the testamentary trust. The court explained that the plaintiffs were neither beneficiaries under a will of the decedent nor heirs at law entitled to take in the decedent’s estate through intestate succession. The court further explained that the testamentary trust was never a part of the decedent’s estate and that the plaintiffs could have brought their claims in the estate that created the testamentary trust, which was the estate of the decedent’s husband. Additionally, because the court found that Plaintiffs lacked standing, it found that it lacked subject matter jurisdiction. The court denied the plaintiffs’ motion to transfer the case to the estate of the decedent’s husband finding that it had no authority to transfer the case to a closed estate in its court. The plaintiffs appeal. We affirm the decision of the probate court and remand for further proceedings consistent with this opinion.

I. Facts & Procedural History

A Background

Mr. Aubrey L. Wilson and Mrs. Richadean Greer Wilson married in 1966. Mr. Wilson executed his Last Will and Testament in 1982,¹ which provided that, if Mrs. Wilson survived him, she would receive a tract of land ("the Farm") in fee simple and become a life income beneficiary of a Testamentary Trust established by the will.² Under the heading for "Item IV," the will stated that "[t]his trust shall be administered for the exclusive use and benefit of my wife, Richadean G. Wilson, during her lifetime, and she shall be entitled to all income generated by the property in the trust during her lifetime." Upon her death, the remaining corpus of the Testamentary Trust was to be paid to Mr. Wilson’s surviving siblings, Mr. Wilson’s surviving nieces and nephews, and Mrs. Wilson’s surviving nieces and nephews. Mr. Wilson died in 1987. At that time, Mrs. Wilson received the Farm in fee simple and became a life income beneficiary of the Testamentary Trust.

In December 1997, Mrs. Wilson created a Revocable Trust and transferred the Farm to it via warranty deed. In 2000, she then executed a Last Will and Testament ("the 2000 Will"). However, in March 2014, she transferred the Farm out of the Revocable Trust via quitclaim deed and executed a new Last Will and Testament ("the 2014 Will"). Mr. Johnny Alton Greer, Jr., who was Mrs. Wilson’s nephew, was the sole residuary beneficiary of the 2014 Will. Additionally, Mr. Oliver Cobb, III was appointed as the executor of the 2014 Will with Mr. Keith M. Alexander, her longtime attorney, appointed as the substitute executor. In any case, Mr. Alexander was designated to serve as the attorney for the personal representative of the Estate of Mrs. Wilson ("the Estate" or "Mrs. Wil- son’s Estate"). In December 2014, Mrs. Wilson executed a First Codicil removing Mr. Cobb as executor of the 2014 Will and replacing him with Mr. Greer and Mr. Alexander to serve as co-executors.

Mrs. Wilson died in March 2016. After her death, the remaining corpus of the Testamentary Trust was ultimately distributed in equal shares to the remainder beneficiaries. The remainder beneficiaries were Charlotte Wilson Carraway and Mary Dell Robertson, who were the surviving nieces of Mr. Wilson, and Mr. Greer, who was the surviving nephew of Mrs. Wilson.³ The distribution of the remaining corpus of the Testamentary Trust occurred in June 2016 when Mrs. Carraway, Mrs. Robertson, and Mr. Greer executed a Trust Termination Exoneration and Indemnification Agreement ("the Trust Agreement") with the corporate trustee, Cumberland Trust and Investment Company ("Cumberland").⁴ The Trust Agreement specifically stated that "Cumberland … is the Trustee of the Trust Under the Will of Aubrey L. Wilson … [.]"

In April 2016, Mr. Greer and Mr. Alexander filed a petition to admit to probate the 2014 Will and First Codicil of Mrs. Wilson. The probate court subsequently entered an order admitting the 2014 Will to probate and appointing the executors without bond. In May 2016, Mrs. Carraway and Mrs. Robertson filed a petition to rescind the quitclaim deed which transferred the Farm from the Revocable Trust. In response, the Estate and Mr. Greer, individually and in his representative capacity as an executor, filed a motion to dismiss the petition for lack of standing. Mr. Alexander then filed an affidavit regarding both the 2000 Will and the 2014 Will, which stated in part:

[Mrs. Wilson] left [the 2014 Will] and a First Codicil … which together have been admitted herein to this Court to probate as [her] Last Will and Testament.

[The 2000 Will] was presented to Judge Gomes on … August 17th, 2016 for inspection in camera in her chambers in the presence of Matthew Thornton, attorney for [Mrs.] Carraway and [Mrs.] Robertson, and Affiant, attorney and coexecutor for the Estate …, after inspection, Judge Gomes confirmed that neither [Mrs.] Carraway nor [Mrs.] Robertson were beneficiaries under the [2000 Will].

Affiant hereby confirms that, to the best of his knowledge, information and belief, that there was no other Will executed by [Mrs. Wilson] in the interim between January 19th, 2000 and March 27th, 2014. Further, Affiant was [Mrs. Wilson’s] attorney throughout this period.

Mr. Alexander also filed a second affidavit regarding the Revocable Trust and the quitclaim deed, which explained that Mrs. Carraway and Mrs. Robertson had no standing to petition the probate court to set aside the quitclaim deed because they were never beneficiaries under the Revocable Trust. Given this information, Mrs. Carraway and Mrs. Robertson filed a notice of voluntary dismissal of the petition without prejudice pursuant to Tennessee Rule of Civil Procedure 41.01. The probate court entered an order of voluntary dismissal without prejudice and a final judgment as to the petition. After a petition to close the Estate was filed by Mr. Greer, the court entered its order closing the Estate and discharging Mr. Greer and Mr. Alexander as its co-executors in November 2016.

B. Current Litigation

In April 2018, Mr. Ronnie Wayne Carraway, who was the surviving spouse of the now-deceased Mrs. Carraway (Mr. Wilson’s niece), and Mrs. Robertson (Mr. Wilson’s niece) (collectively, "Plaintiffs") filed a complaint in Mrs. Wilson’s Estate seeking to set aside the probate of the 2014 Will and for an accounting of the distribution of the Testamentary Trust’s assets, Mr. Greer was the sole defendant named in this complaint. Plaintiffs alleged five counts in their complaint, which are summarized as follows:

1. The 2014 Will was invalid and should be declared null and void because Mrs. Wilson lacked testamentary capacity when she signed it;

2. The 2014 Will was invalid and should be declared null and void because Mrs. Wilson was unduly influenced and/or defrauded when she signed it;

3. The First Codicil to the 2014 Will was invalid and should be declared null and void because Mrs. Wilson was unduly influenced and/or defrauded when she signed it;

4. The 2014 Will and First Codicil should be declared invalid for lack of testamentary intent based on the totality of the events; and

5. The corpus of Mr. Wilson’s Testamentary Trust was improperly invaded during Mrs. Wilson’s lifetime in order to pay for her maintenance and expenses despite her having an abundance of income and financial resources to provide for her own maintenance without invading the corpus of the Testamentary Trust.

In regard to Count Five, Plaintiffs alleged that the improper invasion of the corpus reduced their distributive share as the remainder beneficiaries of the Testamentary...