Fischer v. Eldon Stevenson, Jr. Scholarship Fund Trust, No. M2004-00352-COA-R3-CV (TN 8/22/2005)
| Decision Date | 22 August 2005 |
| Docket Number | No. M2004-00352-COA-R3-CV.,M2004-00352-COA-R3-CV. |
| Parties | SARA H. FISCHER v. THE ELDON STEVENSON, JR. SCHOLARSHIP FUND TRUST. |
| Court | Tennessee Supreme Court |
C. Bennett Harrison, Jr.; Nashville, TN; Dan Warlick, Nashville, TN, for Appellant
C. Eric Stevens, Nashville, TN; Sean P. Scally, Nashville, TN, for Appellee
Paul G. Summers, Attorney General & Reporter, Michael E. Moore, Solicitor General, Janet M. Kleinfelter, Senior Counsel, Nashville, TN, for Intervening Defendant/Appellee Attorney General Paul Summers
OPINION
This appeal arises from a trial court's order granting Appellee's motion which was labeled a motion to dismiss but treated as a motion for summary judgment. The trial court determined that Appellant lacked standing to bring her cause of action, and, alternatively, was barred from bringing her claim by the doctrine of collateral estoppel. Appellant seeks review by this Court, and, for the following reasons, we affirm.
By a codicil to his last will and testament, Eldon Stevenson, Jr. ("Stevenson") included provisions later construed to create the Eldon Stevenson, Jr. Scholarship Fund Trust ("Appellee" or "Trust"). Stevenson died in 1972. The provision at issue in the codicil to his will provided as follows:
(2) I revoke the provision in Article V of my will that at the death of my wife, Sarah S. Stevenson, the corpus of the trust therein established be distributed to the Eldon Stevenson, Jr. Foundation, Inc., a Tennessee corporation, and I direct instead that said corpus be distributed to The Vanderbilt University, to be added to the Eldon Stevenson, Jr. Fund at the University, created by agreement of June 30, 1956, these additions to said Fund to be administered as follows:
. . .
(c) The remaining income [20%] shall be used for the payment of scholarships to students in the College of Arts and Science, same to be awarded to sons or daughters of employees, or deceased employees, of the National Life and Accident Insurance Company,1 and to be known as Eldon Stevenson Scholarships; but should a system of scholarships for higher education be established by some government agency or otherwise, which, in the opinion of the committee hereinafter designated, make these scholarships no longer needed, said income shall be used for the support of the scientific work of the Stevenson Center for the Natural Sciences.
In the investment of said additions to the Eldon Stevenson, Jr. Fund, and in the use of the income for the purposes designated, the University shall follow the directions of a committee composed of the chief executive officer of NLT Corporation, the chief executive officer of National Life and Accident Insurance Company and the president of the Board of Trust of Vanderbilt University. . . . Said committee may vary the percentages above specified as well as the number of professorships and scholarships, and the amounts to be paid with respect to each, all as changing conditions and circumstances may in their judgment warrant, but at all times maintaining reserves which are sufficient in their judgment to insure adequate physical maintenance and preservation of the Stevenson Center for the Natural Sciences.
The NLT Corporation dissolved at a point not stated in the record. Subsequently, by an agreed order entered in January 1987 upon a petition filed by Vanderbilt University ("Vanderbilt"), the Chancery Court construed Stevenson's codicil creating the scholarship awards as follows:
That the provision in the governing language for scholarships for sons or daughters of employees, or deceased employees, of the National Life and Accident Insurance Company be construed as applying to scholarships in the College of Arts and Science or other schools of Vanderbilt University for the sons or daughters of active employees, or deceased employees, of the American General Life and Accident Insurance Company (formerly The National Life and Accident Insurance Company). These scholarships will be administered by the Financial Aid Office of Vanderbilt University under guidelines to be approved by the Chancellor of Vanderbilt University and a committee composed of the chief executive officer of the American General Life and Accident Insurance Company and the president of the Board of Trust of Vanderbilt University.
Bruce Fischer ("Mr. Fischer") was employed with American General from December 1993 until his termination in February 1999. In the fall of 1998, his daughter, Sara Fischer ("Ms. Fischer" or "Appellant"), applied for and obtained early admission with Vanderbilt. American General certified to Vanderbilt that Ms. Fischer was the daughter of an employee with American General and eligible for the Trust's scholarship to Vanderbilt's College of Arts and Science. In January 1999, Mr. Fischer was notified by American General that he was being terminated from his position with American General. While being represented by counsel, Mr. Fischer entered into an agreement and release which made no representations concerning Ms. Fischer's continued eligibility for the Trust's scholarship. Additionally, the agreement stated as follows:
12. Full Settlement and Release. Fischer hereby agrees that this Agreement and Release represents a full and final settlement of any and all claims and causes of action which he may have against the AG Companies and their respective directors, officers, agents, employees, and attorneys arising from the employer-employee and related relationships terminated by this Agreement and Release. Fischer hereby releases and forever discharges said persons and their successors and assigns from all actions, judgments, damages, claims, and demands whatsoever, in law or in equity, arising from said relationships which Fischer, his heirs, legal representatives and assigns may have or could assert against said companies and persons, including, but not limited to, any and all claims and causes of action under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, the Age Discrimination in Employment Act, as amended, the Tennessee Fair Employment Practices Law, as amended, and all similar laws of the United States and any state or local jurisdiction. . . . Fischer acknowledges that he has reviewed the provisions of this Agreement and Release to his full satisfaction, that it represents the complete negotiated agreement between the parties, that AGLA has advised him to consult with an attorney of his choice regarding the provisions of this Agreement and Release, that he has been given a period of at least twenty-one (21) days in which to consider all of its terms and conditions, and that he executes this Agreement and Release freely and voluntarily.
(emphasis added). The agreement called for Mr. Fischer's termination effective February 26, 1999. Subsequently, by letter dated April 22, 1999, American General informed Mr. Fischer that Ms. Fischer was approved for the Trust's scholarship for studies at Vanderbilt. The letter further stated:
The Stevenson Scholarship award will be for full tuition, fees and books. This scholarship award is for the 1999 school year. To be eligible for a scholarship, the following or any succeeding year, you must meet the eligibility guidelines then in effect. Those guidelines are currently being reviewed. We will send you a copy of the guidelines, as revised, by the end of this school year.
(emphasis added). The guidelines were revised as of October 7, 1999, by the Trust's committee ("Committee") which was created in the codicil for Stevenson's will and later modified by the Davidson County Chancery Court in 1987. The Committee added the following requirement for the annual renewal of the scholarship: "The recipient has a parent who is an active employee of the company (or is deceased), or the parent has retired from the company after the date the recipient was initially awarded a Scholarship. . . ." American General notified Ms. Fischer by letter dated April 7, 2000, that she was not eligible to receive the Eldon Stevenson, Jr. Scholarship from the Trust for the next school year because her father, Mr. Fischer, was no longer an active employee with American General.
In April 2000, Mr. Fischer brought an action against American General seeking an injunction ordering American General to certify Ms. Fischer's eligibility for the Trust's scholarship award. Mr. Fischer and American General agreed to stay the proceedings pending an arbitration of the matter in July 2000. After hearing the proof of American General and Mr. Fischer, the arbitrator concluded that Mr. Fischer was not entitled to relief. On April 7, 2003, Ms. Fischer filed a petition for declaratory judgment and damages against the Trust, seeking a favorable interpretation of Stevenson's codicil and reimbursement for all funds expended due to the alleged wrongful withdrawal of her scholarship.2 On May 27, 2003, the Trust filed a Motion to Dismiss along with supporting affidavits and documents. By order, the trial court determined that, because it was considering matters outside the pleadings, it would treat the Trust's motion as a motion for summary judgment. Tenn. R. Civ. P. 12.03 (2005). Ms. Fischer, after filing a response, filed a motion for summary judgment on August 28, 2003. On October 1, 2003, the Tennessee attorney general moved to intervene, and the trial court granted this motion on October 27, 2003. After considering all of the evidence before it, the trial court entered an order on December 30, 2003, wherein it ruled that Ms. Fischer lacked standing to bring her claim, and,...
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