REBECCA RACHINS and RICHARD Z. MINASSIAN v. ZAVEN MINASSIAN TRUST, etc. ( 2018 )


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  •          DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
    FOURTH DISTRICT
    REBECCA RACHINS and RICHARD MINASSIAN,
    Appellants,
    v.
    PAULA M. MINASSIAN, individually, and as Trustee of the Zaven
    Minassian Trust dated December 29, 1999, as amended and restated
    July 16, 2008, and THE ANDERSEN LAW FIRM, PC,
    Appellees.
    No. 4D17-2005
    [ July 11, 2018 ]
    Appeal from the Circuit Court for the Seventeenth Judicial Circuit,
    Broward County; Charles M. Greene, Judge; L.T. Case No. PRC 12-1320.
    James A. Herb of the Herb Law Firm, Chartered, Boca Raton, for
    appellants.
    Thomas F. Luken of The Andersen Law Firm, Fort Lauderdale, for
    Appellee Paula M. Minassian.
    Donald H. Benson of Bradham, Benson, Lindley, Blevins, Bayliss &
    Wyatt of Florida East Coast, P.L.L.C., Fort Lauderdale, for Appellee The
    Andersen Law Firm, P.C.
    TAYLOR, J.
    The decedent’s adult children, Rebecca Rachins and Richard Minassian
    (hereinafter the “children”), appeal a partial final order dismissing multiple
    counts of their Amended Trust Complaint on the ground that they lacked
    standing to bring any claims against Paula Minassian, who was the
    decedent’s wife at the time of his death, or against the Andersen Law Firm,
    the attorneys who prepared the relevant trust document. 1 We reverse,
    1 Contrary to the parties’ representations in this appeal, the order did not have
    the effect of resolving all of the children’s claims against the Andersen Law Firm.
    However, the order did have the effect of terminating the action as to Paula
    Minassian. Thus, to the extent the order disposed of the entire action as to Paula
    concluding that the children are qualified beneficiaries of the Family Trust
    and therefore have standing to challenge the wife’s administration of the
    Family Trust.
    Most of the salient facts of this case are set forth in our opinion in
    Minassian v. Rachins, 
    152 So. 3d 719
     (Fla. 4th DCA 2014). Zaven
    Minassian (the “husband”) executed a Restatement of Trust in 2008, which
    superseded an earlier 1999 trust document. 
    Id. at 720
    . In the 2008
    Restatement of Trust document (the “original trust document”), the
    husband created a revocable trust (the “original trust”), which would
    become irrevocable upon his death. 
    Id.
     The husband and the wife were
    the sole trustees of the original trust. 
    Id.
    The husband died in 2010. 
    Id.
     Because the wife survived the husband,
    and because the federal estate tax was not in effect at the time of the
    husband’s death, the original trust document directed that all remaining
    trust property be distributed to a Family Trust. 
    Id. at 721
    .
    The original trust document empowered the wife, as trustee, to
    distribute income and principal of the Family Trust to herself, in her sole
    and absolute discretion, for her “health, education, and maintenance.” 
    Id.
    Upon the death of the wife, the Family Trust would terminate, and the
    remainder of the Family Trust would be divided into a separate trust share
    for each of the children. 
    Id.
    Soon after the husband’s death in 2010, the children filed a complaint
    against the wife, alleging that she was improperly administering the Family
    Trust. 
    Id. at 720
    . The wife moved to dismiss the children’s complaint,
    arguing that they lacked standing because they were not beneficiaries of
    the Family Trust. 
    Id. at 721
    . The children countered that they had
    standing because the trust provisions did not create a new trust, but
    instead created separate shares in the existing Family Trust for each child
    upon the wife’s death. 
    Id.
     The trial court denied the motion to dismiss.
    
    Id.
    The wife later appointed a “trust protector,” as allowed by the terms of
    the original trust. 
    Id. at 722
    . The trust protector was authorized to amend
    the provisions of the original trust if the amendment would either benefit
    the beneficiaries or further the husband’s probable wishes.              
    Id.
    Accordingly, the trust protector purported to amend the original trust to
    Minassian, this court has jurisdiction. See Fla. R. App. P. 9.030(b)(1)(A) & Fla.
    R. App. P. 9.110(k).
    2
    clarify that, if there was any property remaining upon the death of the wife
    and the termination of the Family Trust, the remaining property would be
    disbursed to a new trust to be created for the benefit of the children. 
    Id.
    The children challenged the validity of the trust protector’s
    amendments, and both sides eventually moved for summary judgment as
    to the validity of the amendments. 
    Id.
     The trial court found that the
    original trust document was unambiguous, that only one trust (the Family
    Trust) was intended after the husband’s death, and that the trust protector
    had no authority to change the terms of the original trust. 
    Id. at 720, 723
    ,
    725–26. The trial court therefore entered partial summary judgment for
    the children on the issue of the validity of the trust protector’s
    amendments. 
    Id. at 723
    .
    On appeal, the only issue before our court was whether the trust
    protector’s amendments were valid. 
    Id.
     at 720 n.1. We reversed the trial
    court’s order, holding that the original trust document was ambiguous as
    to whether the husband intended to create a single trust or separate trusts
    for the wife and children, that the trust protector was authorized to amend
    the trust to correct ambiguities, and that the trust protector’s amendments
    were valid. 
    Id.
     at 724–27.
    We found that “the single-trust interpretation reached by the trial court
    does not appear to be unambiguously supported by the trust document.”
    
    Id. at 726
    . We reasoned that the provisions of the trust were conflicting
    and that “the overall structure of the trust contemplates something
    separate and apart from the Family Trust.” 
    Id. at 726
    . We further found
    that the original trust document was “patently ambiguous on the issue of
    whether a new trust is created, where the language in the trust instrument
    dictates that the Family Trust terminates on the death of the wife.” 
    Id.
     We
    then reviewed the uncontradicted evidence in the record as to the
    husband’s intent:
    The trust protector testified in a deposition that he met
    with the husband twice, first in person to discuss his estate
    planning desires, and second over the phone to discuss and
    execute the documents he had drafted. During the husband’s
    life, the husband and wife’s “lives revolved around horse
    racing and legal gambling,” and, in the trust, the husband
    wanted “to provide for [the wife] in the way they had lived in
    the past. . . .” The plan was “to create a separate Trust for the
    benefit of his children” which “would be created only if the
    Family Trust described in Article 10 . . . was not exhausted
    during [the wife’s] lifetime[.]” The purpose of Article 10,
    3
    Section 7 and Article 11 was “to assure that the Family Trust
    was not in any way associated to a new Trust that might be
    created for his children.” The trust protector also stated, “This
    challenge by the children is exactly what [the husband]
    expected.” The trust protector noted that the husband
    referred to his daughter in derogatory terms, and that the
    daughter had not seen her father in years.
    From the trust protector’s affidavit, it appears that the
    husband settled on the multiple-trust scheme for the very
    purpose of preventing the children from challenging the manner
    in which the wife spent the money in the Family Trust during
    her lifetime. The trust protector also testified that his law firm
    always recommends this split-trust approach, rather than
    what he referred to as a “pot trust . . . where everything goes
    into the pot for the beneficiaries.” He testified, “We have never
    done it the other way you’re talking about, about keeping the
    same trust.” On that basis, he prepared the amendments to
    the trust to reflect this intent of the testator.
    
    Id.
     at 726–27 (emphasis added).
    In finding that the trust protector’s amendments were valid, we
    explained: “The amendments may have disadvantaged the children, but
    the trust protector was authorized [to] correct ambiguities with the
    limitation that he act either to benefit a group of beneficiaries or to further
    the husband’s probable wishes.” 
    Id. at 727
    . We therefore reversed and
    remanded “with directions that the trust protector’s amendments are
    valid.” 
    Id.
     Finally, we added: “We reject all other arguments made by the
    children against the validity of these provisions, although not ruling on any
    matters beyond that issue.” 
    Id.
     (emphasis added).
    On remand, the children filed a 14-count Amended Trust Complaint,
    alleging, among other things, that the wife had dissipated trust assets due
    to a gambling problem. The Amended Trust Complaint added William
    Andersen, Esq., who was the trust protector and drafting attorney, and
    the Andersen Law Firm as defendants. William Andersen passed away at
    some point after the children filed the Amended Trust Complaint, but the
    children apparently did not serve William Andersen with the Amended
    Trust Complaint before his death.
    Counts 1 and 2 of the Amended Trust Complaint were claims for “Trust
    Construction” and “Declaratory Judgment.” In these counts, the children
    essentially sought a declaration that the Family Trust never came into
    4
    existence under the terms of the original trust document because the
    husband attempted to create the Family Trust with the wife as the sole
    trustee and sole beneficiary.
    The wife and the Andersen Firm (collectively the “defendants”) moved
    for summary judgment as to Counts 1 and 2, arguing that the children
    had no standing because they were “neither beneficiaries nor qualified
    beneficiaries as those terms are defined in the Trust Code.” The
    defendants further argued that the original trust, at the time of its
    creation, met all of the requirements of Florida law because it had two
    trustees and two beneficiaries.
    The trial court entered summary judgment in favor of the defendants
    on Counts 1 and 2, ruling in relevant part that: (1) the children “lack
    standing as they are not beneficiaries or qualified beneficiaries of the
    original Trust, as amended by the trust protector”; and (2) section
    736.0402, Florida Statutes, which states that a trust is created only if the
    same person is not the sole trustee and sole beneficiary, was inapplicable
    to this situation because the husband and wife served as co-trustees of
    the original trust during the husband’s life.
    The trial court later entered a final order dismissing the other counts
    of the Amended Trust Complaint, except for Count 9, which applied
    primarily to William Andersen personally, 2 and Counts 13 and 14, which
    the children had previously dismissed. The trial court found that the
    children lacked standing to bring any of the claims in the Amended Trust
    Complaint because the children were neither beneficiaries nor qualified
    beneficiaries.
    On appeal, the children argue that they are qualified beneficiaries
    under section 736.0103(16), Florida Statutes, and therefore have standing
    to question whether the wife is properly administering the trust corpus.
    We agree.
    A trial court’s interpretation of a statute presents a pure question of
    law and is therefore subject to the de novo standard of review. Kephart v.
    Hadi, 
    932 So. 2d 1086
    , 1089 (Fla. 2006). Likewise, a trial court’s
    interpretation of a trust document is reviewed de novo. Minassian, 152
    So. 3d at 724.
    2 However, contrary to the representations in the briefs, Count 9 did not apply
    exclusively to William Andersen. Count 9 also sought to hold the Andersen Firm
    jointly and severally liable with Mr. Andersen.
    5
    The Florida Trust Code defines a “beneficiary” as “a person who has a
    present or future beneficial interest in a trust, vested or contingent, or who
    holds a power of appointment over trust property in a capacity other than
    that of trustee.” § 736.0103(4), Fla. Stat. (2017) (emphasis added). In
    other words, “[t]he term ‘beneficiary’ refers to the universe of persons who
    have a beneficial interest in a trust.” John G. Grimsley, Florida Law of
    Trusts, 18 Fla. Prac. § 16:1 (2016-2017 ed.). “It is immaterial for this
    purpose whether the beneficial interest is present or future, vested or
    contingent, or whether the person having the interest is ascertainable or
    even living.” Id.
    The term “qualified beneficiary” is, in turn, defined under the Florida
    Trust Code as
    a living beneficiary who, on the date the beneficiary’s
    qualification is determined:
    (a) Is a distributee or permissible distributee of trust income
    or principal;
    (b) Would be a distributee or permissible distributee of trust
    income or principal if the interests of the distributees
    described in paragraph (a) terminated on that date without
    causing the trust to terminate; or
    (c) Would be a distributee or permissible distributee of trust
    income or principal if the trust terminated in accordance with
    its terms on that date.
    § 736.0103(16), Fla. Stat. (2017).
    “The term ‘qualified beneficiary’ encompasses only a limited subset of
    all trust beneficiaries. In effect the class is limited to living persons who
    are current beneficiaries, intermediate beneficiaries, and first line
    remainder beneficiaries, whether vested or contingent.” Grimsley, supra,
    § 16:1. For example, contingent remainder beneficiaries of a trust are
    qualified beneficiaries under section 736.0103(16), Florida Statutes,
    because of their interest in the distribution of any principal remaining after
    the death of a lifetime beneficiary. Harrell v. Badger, 
    171 So. 3d 764
    , 769
    (Fla. 5th DCA 2015).
    The definition of a “qualified beneficiary” was addressed in Brown-Thill
    v. Brown, 
    929 F. Supp. 2d 887
     (W.D. Mo. 2013), where the federal district
    court considered whether the co-trustee’s children, who were also the
    6
    grandchildren of the settlor, were qualified beneficiaries under Florida law.
    In Brown-Thill, the settlor (Eugene) created a revocable trust. Id. at 890.
    Eugene later died, survived by his wife (Saurine) and their two children,
    Brown and Brown-Thill. Id. The trust instrument provided that, upon
    Eugene’s death, a portion of the principal would be placed into a marital
    trust for the benefit of Saurine, while the remainder would be placed in a
    separate residuary trust for the benefit of Saurine and her descendants.
    Id. The residuary trust permitted discretionary distributions to Saurine’s
    descendants, but only during her lifetime. Id. After Saurine died, Brown
    and Brown-Hill became co-trustees. Id. Saurine’s trusts were to be
    distributed into two separate residuary trusts for Brown and Brown-Thill.
    Id. Brown’s children were discretionary income and principal beneficiaries
    of Brown’s separate trust. Id. On those facts, the federal district court
    found that Brown’s children were qualified beneficiaries under Florida law
    at the time of an arbitration between the co-trustees:
    The Court finds that Brown’s children are qualified
    beneficiaries under Florida law . . . . Brown’s children will
    receive trust income and principal at Brown’s discretion when
    the separate residuary trusts are created, and will receive
    outright or in trust any portion of the principal that Brown
    appoints by will. . . .
    None of the beneficiaries are currently entitled to trust
    income or principal, given that Saurine’s estate has not been
    terminated and discretionary disbursements could have been
    made only during her lifetime. Assuming the interests of
    Saurine, who is the only distributee under subsection (a),
    terminated, Brown would be a qualified beneficiary under (b),
    as would Brown’s children under (c). If the separate trusts
    had already been created, Brown’s children would be
    permissible distributees under (a), and his children under (b).
    Under any of the above circumstances, . . . their interest is in
    the proper administration of the trust before and after
    Saurine’s trusts terminate, since the principal of Saurine’s
    trusts will eventually flow into their father’s trust, and finally
    to them.
    Id. at 897–98.
    Although not directly bearing on the issue of who constitutes a qualified
    beneficiary, the Second District’s opinion in Mesler v. Holly, 
    318 So. 2d 530
     (Fla. 2d DCA 1975), is instructive. In Mesler, the Second District held
    that even an unlimited power of invasion by a trustee who is also a lifetime
    7
    beneficiary of a trust “is subject to implied limitations to protect the
    remaindermen.” 
    Id. at 533
    . The Second District explained that, while the
    grant of absolute discretion to a fiduciary is very broad, “a trustee is always
    subject to accountability to remaindermen where discretion is improperly,
    arbitrarily or capriciously exercised.” 
    Id.
    Here, the children are both beneficiaries and qualified beneficiaries of
    the Family Trust. The children are beneficiaries because they have a
    future beneficial interest in the Family Trust. More specifically, the
    children have a future beneficial interest in any property remaining in the
    Family Trust after the wife’s death, since any remaining property
    remaining in the Family Trust will be disbursed to a new trust for the
    children’s benefit under the terms of the original trust document. Stated
    another way, because any remaining property in the Family Trust would
    be distributed to a new trust created for the benefit of the children upon
    the wife’s death, the children will, at a minimum, have an equitable
    interest in any property in the Family Trust at that time.
    The fact that any remaining principal of the Family Trust would flow
    into a new trust created for the children, as opposed to being distributed
    to the children outright, does not preclude the children from being
    beneficiaries of the Family Trust under the statutory definition. See
    Brown-Thill, 929 F. Supp. 2d at 898 (finding that grandchildren were
    qualified beneficiaries, even though they were not currently entitled to
    trust income or principal, “since the principal of [their deceased
    grandmother’s] trusts will eventually flow into their father’s trust, and
    finally to them”); see also Mesler, 
    318 So. 2d at
    532–33 (treating great
    grandchildren as remaindermen of a Florida Trust even though the
    remainder of the Florida Trust would not be distributed to them outright,
    but instead would flow to a Massachusetts Trust for their benefit).
    Likewise, the fact that the Family Trust terminates upon the wife’s
    death does not preclude the children from having a beneficial interest in
    the Family Trust. Indeed, by definition, a remainder interest in a trust
    refers to the right to receive trust property upon the termination of the
    trust. See Restatement (Third) of Trusts § 89 (2007) (“Thus, for example,
    the termination date of a trust for L for life, remainder to R, arrives upon
    L’s death[.]”); Remainder, Black’s Law Dictionary (10th Ed. 2014) (a
    remainder interest is “[a] future interest arising in a third person . . . who
    is intended to take after the natural termination of the preceding estate”);
    Duncan v. O’Shea, 07-11-0088-CV, 
    2012 WL 3192774
    , at *7 (Tex. App.
    Aug. 7, 2012) (“[B]oth Trusts terminate upon Rita’s death and John’s
    descendants may inherit the Trusts’ assets, if any remain. Thus, John’s
    8
    descendants have a remainder interest in any property that might remain
    in either Trust upon Rita’s death.”).
    Furthermore, in the prior appeal, although we were hesitant to refer to
    the children’s interest in the Family Trust as a “remainder,” we
    nevertheless recognized that the children had an interest in the property
    in the Family Trust. See Minassian, 152 So. 3d at 726 (“Although it may
    not be proper to refer to such an interest as a ‘remainder,’ distributees are
    entitled to the trust property upon the termination of a trust, as directed
    in the trust document.”).
    The children are also qualified beneficiaries of the Family Trust. As
    noted above, the term “qualified beneficiary” includes a living beneficiary
    who “[w]ould be a distributee or permissible distributee of trust income or
    principal if the trust terminated in accordance with its terms on that date.”
    § 736.0103(16)(c), Fla. Stat. (2017). Here, the children are qualified
    beneficiaries under section 736.0103(16)(c), because they would be
    distributees of trust principal if the Family Trust terminated in accordance
    with its terms (i.e., the wife died). 3
    We find that the definition of “qualified beneficiary” under subsection
    (16)(c) includes the children in this situation, even though the Family Trust
    terminates at the wife’s death and even though the children would be
    distributees of any remaining trust principal in the Family Trust only
    through a newly-created trust for their benefit. Thus, while the husband
    may have intended to prevent the children from challenging the manner
    in which the wife spent the money in the Family Trust during her lifetime,
    see Minassian, 152 So. 3d at 727, the children are qualified beneficiaries
    under subsection (16)(c) and are therefore entitled to the corresponding
    protections afforded to qualified beneficiaries under the Florida Trust
    Code. 4
    3 Alternatively, even assuming that the relevant trust is the original trust, the
    children would be qualified beneficiaries under section 736.0103(16)(b), since the
    original trust would not terminate when the wife dies. Furthermore, the children
    would also constitute beneficiaries of the original trust for substantially the same
    reasons set forth in the analysis above concerning the Family Trust.
    4 The children further argue that if the wife were to prevail on her theory that the
    children are not beneficiaries of the Family Trust, this would mean that the
    Family Trust could never have come into existence because, upon the husband’s
    death, the wife would have been both the sole trustee and the sole beneficiary of
    the newly-created Family Trust. See § 736.0402(1)(e), Fla. Stat. (2017) (“(1) a
    trust is created only if: . . . (e) The same person is not the sole trustee and sole
    9
    In sum, Florida law is clear that the wife’s unlimited power to invade
    the Family Trust is subject to implied limitations to protect beneficiaries
    with an interest in any property that might remain in the Family Trust
    upon the wife’s death. See Mesler, 
    318 So. 2d at 533
    . Here, because the
    children are qualified beneficiaries with standing to challenge the
    administration of the Family Trust, we reverse both: (1) the order entering
    partial summary judgment against the children as to Counts 1 and 2 on
    the basis that the children lack standing; and (2) the order dismissing the
    remaining counts against the wife on the basis that the children lack
    standing. 5 We remand for further proceedings consistent with our
    conclusion that the children are qualified beneficiaries with standing to
    challenge the administration of the Family Trust, but we do not opine on
    whether any particular count in the Amended Trust Complaint stated a
    cause of action. 6
    Reversed and Remanded.
    GROSS and KUNTZ, JJ., concur.
    *         *          *
    Not final until disposition of timely filed motion for rehearing.
    beneficiary.”). We need not reach this argument, however, because we find that
    the children are in fact beneficiaries of the Family Trust.
    5 Appellate review of the final order disposing of the case as to the wife
    encompasses review of the prior summary judgment order. See Saul v. Basse,
    
    399 So. 2d 130
    , 133 (Fla. 2d DCA 1981) (“[A]n appeal from a final order calls up
    for review all necessary interlocutory steps leading to that final order, whether
    they were separately appealable or not.”).
    6For example, to the extent some counts in the Amended Trust Complaint are
    premised on the theory that the Family Trust never came into existence, such
    counts are inconsistent with our analysis in this decision.
    10
    

Document Info

Docket Number: 17-2005

Filed Date: 7/11/2018

Precedential Status: Precedential

Modified Date: 7/11/2018