The stipulated facts, together with attached exhibits, are found as facts and included herein by this reference. Nettie M. Adams (sometimes hereinafter referred to as decedent) died on March 6, 1951, a resident of Dade County, Florida. Her will was admitted to probate in the County Judges' Court of that county. Decedent's two sons, Robert B. and John Q. Adams, were appointed executors of her estate by said court. As Executors of the Will of Nettie M. Adams they filed a Federal estate tax return for her estate with the collector of internal revenue at Jacksonville, Florida.
Respondent has included certain Iowa real estate in the decedent's gross estate. Such real estate is as follows:
(a) An undivided one-third ( 1/3 ) interest
in fee in 5,784.96 acres of
farm land in Sac County, Iowa ..... $404,947.20
(b) An undivided one-third ( 1/3 ) interest
in fee in Lots 30 and 31 in
Block 13, Wheeler's Second Addition
to the Town of Odebalt ............ 1,666.67
The 5,784.96 acres of farm property and lots 30 and 31 above referred to were owned in fee by William P. Adams, husband of the decedent, at the time of his death on March 24, 1937. He also owned valuable commercial real estate in Chicago and a considerable amount of corporate stocks. William P. Adams died a resident of Dade County, Florida, leaving a will dated February 2, 1915, and a codicil dated November 24, 1920, which were admitted to probate in Dade County. The will and apparently the codicil were drafted by a member of a firm of Chicago attorneys and were executed in Chicago, Illinois. At the time of the execution of the instruments William was a resident of Florida. Said will, after providing for payment of debts and taxes and disposing of certain personal property, provided as follows:
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"FOURTH: I give, devise and bequeath unto my said wife, Nettie M. Adams, all the rest and residue of my property and estate, wherever located and whether now owned or hereafter acquired (the same being sometimes hereinafter for brevity referred to as "residuary estate"), as Trustee and in trust, for and upon the following terms, trusts and conditions, to wit:
"(a) In trust, to hold, manage, care for, administer, invest and reinvest said residuary estate, according to her best judgment and as she may see fit, for the period of five (5) years from the date of my death."
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After providing for the management of the trust and the payment of specific bequests out of the property contained therein it was further provided as follows:
"(j) In trust, to turn over, convey and transfer to my two sons, John Q. Adams and Robert B. Adams, equally, share and share alike, all of the remainder of said residuary estate and any accumulations thereof, in absolute ownership, immediately upon the expiration of said five (5) years from the date of my death; provided, however, that, and it is my will that, my son Robert shall have and receive, as part of his said share of said residuary estate and any accumulations thereof, my farm and farm lands located in Sac County, Iowa, together with all the tools, machinery, farm animals, horses, mules and cattle of all kinds, harness, wagons, automobiles and all other equipment and personal property located on said farm lands or used in operating the same, at an appraisement and valuation to be made and fixed by my said wife; and provided further, that such conveyance of the trust real estate, wherever located, shall be subject to the dower and dower rights of my wife in all of the same; the intent being, and it is my will, that her dower and dower rights in all of my real estate, wherever located, shall be reserved and preserved to my said wife."
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The codicil referred to above, in pertinent part, provided as follows:
"THIRD: Whereas, by sub-paragraph (j) of Paragraph Fourth of my said Last Will and Testament, I directed that the remainder of my residuary estate, and any accumulations thereof, under said Last Will and Testament, shall be divided between my two sons, John Q. Adams and Robert B. Adams, equally, share and share alike, at the expiration of five (5) years from the date of my death, provided that my son Robert shall have and receive, as part of his share thereunder, my farm and farm lands located in Sac County, Iowa, together with all the farm equipment and personal property located thereon; and whereas, as the years go by, my said farm lands will increase or decrease in value, and the ratio of their value to the value of the remainder of my estate will change, and whereas, my son Robert has given his entire time to the management of said farm lands, and I desire him to have the whole of the same after my death, I therefore now direct specifically that if the value of my said farm and farm lands, together with the tools, machinery, grain, farm animals, horses, mules and cattle of all kinds, harness, wagons, automobiles and all other equipment and personal property located on said farm lands or used in operating the same shall be less than the value of one-half of my residuary estate and any accumulations thereof, under said sub-paragraph (j), then and in such case my son, Robert, shall receive in addition to said farm lands and grain and all of said personal property and equipment used in connection therewith, a further amount of my said residuary estate sufficient to make his total share of said residuary estate equal to my son John's share of the same; but if the value of said farm and farm lands and grain and all of said personal property and equipment used in connection therewith shall be greater than the value of one-half of my said residuary estate under said subparagraph (j), then and in such case my son, Robert, shall nevertheless receive as his share of my said residuary estate the whole of said farm and farm lands and grain and all of said personal property and equipment used in connection therewith, and my son, John, shall receive as his share the balance of my said residuary estate. The valuation and appraisement of my said residuary estate and of said farm and farm lands and grain and personal property and equipment used in connection therewith shall be made by my dear wife, Nettie M. Adams. If my said wife should not be in life at the expiration of said five (5) year period from the date of my death, said valuation and appraisement shall be made by my said two sons, and in the event that for any reason they shall not be able to agree on a valuation mutually satisfactory, I direct that they select one of the vice-presidents of The Merchants Loan and Trust Company of Chicago to make said valuation and appraisement, in which event his decision shall be final and conclusive upon the beneficiaries hereunder. The valuation and appraisement in this paragraph provided for shall be made at the expiration of five (5) years from the date of my death."
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After the death of his father Robert B. Adams, as Iowa executor for his father's estate, filed in the District Court of Iowa in and for Sac County an application for construction of the will of his father. This application was filed on or about August 31, 1937, and provided in part as follows:
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"This petitioner shows to the Court that there is sufficient personal property on hand and in the possession of the Executrix, Nettie M. Adams, appointed in the Primary jurisdiction, to wit, the State of Florida to pay all specific legacies more particularly set forth in said Will and Codicil thereto.
"That there will come into the hands of the Trustee named in said Will sufficient personal assets to permit the payment of all devises and bequests provided for in said Last Will and Testament.
"That the only parties interested in the Iowa real estate are the widow, Nettie M. Adams, both personally and as Trustee, a son John Q. Adams and a son Robert B. Adams who is this petitioner and is the same person named as Executor in the State of Iowa.
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"That there is apparent conflict between the said provisions in said Will with reference to said trust estate and the provisions in said Codicil with reference to the Iowa farm lands, in that if the said Iowa real estate and farm lands are a part of the said trust estate the said devisee thereof, to wit, Robert B. Adams would not acquire the same after the death of the said testator but would only secure possession thereof five years from the date of death of said testator.
"That this petitioner as devisee of the Iowa farm lands has entered into an operating agreement with the widow, Nettie M. Adams wherein it was agreed that in the event the court construes and interprets the Will and Codicil thereto to give possession of the Iowa real estate to the said Robert B. Adams at the expiration of the year of Iowa probate with the valuation of
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